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| number = ML18142A436
| number = ML18142A436
| issue date = 05/16/2018
| issue date = 05/16/2018
| title = Wolf Creek - Transmittal of 2017 Annual Financial Reports
| title = Transmittal of 2017 Annual Financial Reports
| author name = Hafenstine C R
| author name = Hafenstine C
| author affiliation = Wolf Creek Nuclear Operating Corp
| author affiliation = Wolf Creek Nuclear Operating Corp
| addressee name =  
| addressee name =  
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=Text=
=Text=
{{#Wiki_filter:Wf@LFCREEK  
{{#Wiki_filter:Wf@LFCREEK     'NUCLEAR OPERATING CORPORATION Cynthia R. Hafenstine Manager Nuclear and Regulatory Affairs May 16, 2018 RA 18-0049 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555
'NUCLEAR OPERATING CORPORATION Cynthia R. Hafenstine Manager Nuclear and Regulatory Affairs U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555 May 16, 2018 RA 18-0049


==Subject:==
==Subject:==
Docket No. 50-482: Transmittal of 2017 Annual Financial Reports To Whom It May Concern: Wolf Creek Nuclear Operating Corporation (WC NOC) is transmitting.
Docket No. 50-482: Transmittal of 2017 Annual Financial Reports To Whom It May Concern:
one copy each of the enclosed 2017 annual reports, including financial statements, for its owners: Kansas Gas and Electric Company (KGE), a wholly-owned subsidiary of Westar Energy, Inc., Kansas City Power & Light Company (KCPL), a wholly-owned subsidiary of Great Plains Energy Incorporated, and Kansas Electric Power Cooperative, Inc. (KEPCo). This information is being submitted in accordance with 10 CFR 50.71(b).
Wolf Creek Nuclear Operating Corporation (WC NOC) is transmitting. one copy each of the enclosed 2017 annual reports, including financial statements, for its owners: Kansas Gas and Electric Company (KGE), a wholly-owned subsidiary of Westar Energy, Inc., Kansas City Power
This letter contains no commitments.
& Light Company (KCPL), a wholly-owned subsidiary of Great Plains Energy Incorporated, and Kansas Electric Power Cooperative, Inc. (KEPCo). This information is being submitted in accordance with 10 CFR 50.71(b).
If you have any questions concerning this matter, please contact me at (620) 364-4204.
This letter contains no commitments. If you have any questions concerning this matter, please contact me at (620) 364-4204.
Sincerely, Cynthia R. Hafenstine CRH/rlt  
Sincerely, Cynthia R. Hafenstine CRH/rlt


==Enclosure:==
==Enclosure:==
I      Westar Energy Form 10-K 2017 Report II    Great Plains Energy Form 10-K 2017 Report Ill    Kansas Electric Power Cooperative, Inc. 2017 Annual Report cc:    K. M. Kennedy (NRC), w/e B. K. Singal (NRC), w/e N. H. Taylor (NRC), w/e Senior Resident Inspector (NRC), w/e P.O. Box 411 / Burlington, KS 66839 / Phone: (620) 364-8831 An Equal Opportunity Employer M/F/HCNET


I Westar Energy Form 10-K 2017 Report II Great Plains Energy Form 10-K 2017 Report Ill Kansas Electric Power Cooperative, Inc. 2017 Annual Report cc: K. M. Kennedy (NRC), w/e B. K. Singal (NRC), w/e N. H. Taylor (NRC), w/e Senior Resident Inspector (NRC), w/e P.O. Box 411 / Burlington, KS 66839 / Phone: (620) 364-8831 An Equal Opportunity Employer M/F/HCNET UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM.10-K  
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM.10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( d) OF THE SECURIT!ES EXCHANGE ACT OF 1934 For the transition period from _____ to ____ _ Commission File Number 1-3 523 "twestClr Energy. WESTAR ENERGY, INC. (Exact name of registrant as specified in its charter) Kansas 48-0290150 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 818 South Kansas Avenue, Topeka, Kansas 66612 (785) 575-6300 (Address, including Zip code and telephone number, including area code, ofregistrant's principal executive offices) Securities registered pursuant to section 12(b) of the Act: Common Stock, par value $5.00 per share New York Stock Exchange (Title of each class) (Name of each exchange on which registered)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,                         2017 OR
Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether theregistrant is a well-known seasoned issuer (as defined in Rule 405 of the Act). Yes _x_ No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No _x_ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _x_ No __ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files). Yes _x_ No __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defmed in Rule 12b-2 of the Act). Check one: Large accelerated filer _x_ Accelerated filer __ Non-accelerated filer __ Smaller reporting company __ Emerging growth company __ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. _ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes __ No _x_ The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately  
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT!ES EXCHANGE ACT OF 1934 For the transition period from _____ to _ _ _ __
$7,533,791,379 at June 30, 2017. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common Stock, par value $5.00 per share 142,233,037 shares (Class) (Outstanding at February 14, 2018) DOCUMENTS INCORPORATED BY  
Commission File Number 1-3 523 "twestClr Energy.
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
Kansas                                                                               48-0290150 (State or other jurisdiction of incorporation or organization)                                       (I.R.S. Employer Identification Number) 818 South Kansas Avenue, Topeka, Kansas 66612                                                                       (785) 575-6300 (Address, including Zip code and telephone number, including area code, ofregistrant's principal executive offices)
Securities registered pursuant to section 12(b) of the Act:
Common Stock, par value $5.00 per share                                                                 New York Stock Exchange (Title of each class)                                                       (Name of each exchange on which registered)
Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether theregistrant is a well-known seasoned issuer (as defined in Rule 405 of the Act).             Yes _x_     No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.           Yes     No _x_
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _x_ No _ _
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files). Yes _x_ No _ _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defmed in Rule 12b-2 of the Act). Check one:
Large accelerated filer _x_ Accelerated filer _ _ Non-accelerated filer _ _                Smaller reporting company _ _ Emerging growth company _ _
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. _
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes _ _ No _x_
The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $7,533,791,379 at June 30, 2017.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Common Stock, par value $5.00 per share                                                                 142,233,037 shares (Class)                                                                 (Outstanding at February 14, 2018)
DOCUMENTS INCORPORATED BY  


==REFERENCE:==
==REFERENCE:==


Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to Westar Energy, Inc.'s definitive,proxy statement with respect to its 2018 Annual Meeting of Shareholders, if such definitive proxy statement is filed with the Securities and Exchange Commission on or before April 30, 2018. Due to the pending merger with Great Plains Energy Incorporated, we may not be required to file a definitive proxy statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018 to include the information that is otherwise incorporated by reference.
Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to Westar Energy, Inc.'s definitive,proxy statement with respect to its 2018 Annual Meeting of Shareholders, if such definitive proxy statement is filed with the Securities and Exchange Commission on or before April 30, 2018. Due to the pending merger with Great Plains Energy Incorporated, we may not be required to file a definitive proxy statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018 to include the information that is otherwise incorporated by reference.
1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15( d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to ____ _ Commission File Number 1-3523 )-~estar E1Wgy. WESTAR ENERGY, INC. (Exact name of registrant as specified in its charter) Kansas 48-0290150 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Nwnber) 818 South Kansas Avenue, Topeka, Kansas 66612 (785) 575-6300 (Address, including Zip code and telephone nwnber, including area code, of registrant's principal executive offices) Securities registered pursuant to section 12(b) of the Act: Common Stock, par value $5.00 per share New York Stock Exchange (Title of each class) (Name of each exchange on which registered)
1
Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act). Yes __x_ No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No __x_ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or IS(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __x_ No __ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files). Yes __x_ No __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Act). Check one: Large accelerated filer __x_ Accelerated filer __ Non-accelerated filer __ Smaller reporting company __ Emerging growth company __ If an emerging growtl1 company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. _ Indicate by check mark whether the registrant is a shell company (as defmed in Rule 12b-2 of the Act). Yes __ No __x_ The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately  
 
$7,533,791,379 at June 30, 2017. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common Stock, par value $5.00 per share 142,233,037 shares (Class) (Outstanding at February 14, 2018) DOCUMENTS INCORPORATED BY  
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____
Commission File Number 1-3523
                                                                )-~estar E1Wgy.
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
Kansas                                                                               48-0290150 (State or other jurisdiction of incorporation or organization)                                       (I.R.S. Employer Identification Nwnber) 818 South Kansas Avenue, Topeka, Kansas 66612                                                                     (785) 575-6300 (Address, including Zip code and telephone nwnber, including area code, of registrant's principal executive offices)
Securities registered pursuant to section 12(b) of the Act:
Common Stock, par value $5.00 per share                                                                 New York Stock Exchange (Title of each class)                                                       (Name of each exchange on which registered)
Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act).             Yes   __x_   No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.           Yes     No __x_
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or IS(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __x_ No _ _
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files). Yes __x_ No _ _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Act). Check one:
Large accelerated filer   __x_   Accelerated filer _ _ Non-accelerated filer _ _          Smaller reporting company _ _          Emerging growth company _ _
If an emerging growtl1 company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. _
Indicate by check mark whether the registrant is a shell company (as defmed in Rule 12b-2 of the Act). Yes _ _ No                 __x_
The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $7,533,791,379 at June 30, 2017.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Common Stock, par value $5.00 per share                                                                 142,233,037 shares (Class)                                                                   (Outstanding at February 14, 2018)
DOCUMENTS INCORPORATED BY  


==REFERENCE:==
==REFERENCE:==


Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to Westar Energy, Inc.'s definitive proxy statement with respect to its 2018 Annual Meeting of Shareholders, if such definitive proxy statement is filed with the Securities and Exchange Commission on or before April 30, 2018. Due to the pending merger with Great Plains Energy Incorporated, we may not be required to file a definitive proxy statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018 to include the information that is otherwise incorporated by reference.
Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to Westar Energy, Inc.'s definitive proxy statement with respect to its 2018 Annual Meeting of Shareholders, if such definitive proxy statement is filed with the Securities and Exchange Commission on or before April 30, 2018. Due to the pending merger with Great Plains Energy Incorporated, we may not be required to file a definitive proxy statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018 to include the information that is otherwise incorporated by reference.
1 Item 1. Item lA. Item lB. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. Item 16. Signatures TABLE OF CONTENTS PART! Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART II Market for Registrant's Common Equity and Related Stockholder Matters Selected Financial Data Management's Discussion and Analvsis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Infonnation PARTIH Directors and Executive Officers of the Registrant Executive Compensation Securitv Ovmership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions Principal Accountant Fees and Services PARTIV Exhibits and Financial Statement Schedules Form 10-K Summary 2 Page 1 14 22 23 25 25 26 28 29 54 56 lli lli 116 ill ill ill ill ill ill.
1
GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report. Abbreviation or Acronym AFUDC ARO BNSF Btu CAA CCR co CO2 COLI CPP CWA CWIP DOE DSPP ELG EPA EPS Exchange Act FERC FMBs GHG Great Plains Energy IM IRC JEC KCC KCPL KDHE KGE La Cygne LTISAPlan Merger MPSC MMBtu MW MWh NAAQS NAV NDT NEIL NOx N02 NRC NSPS Definition Allowance for funds used during construction Asset retirement obligation BNSF Railway Company British thermal units Clean Air Act Coal combustion residuals Carbon monoxide Carbon dioxide Corporate-owned life insurance Clean Power Plan Clean Water Act Construction work in progress Department of Energy Direct Stock Purchase Plan Effluent Limitations Guidelines Environmental Protection Agency Earnings per share Securities Exchange Act of 1934 Federal Energy Regulatory Commission First mortgage bonds Greenhouse gas Great Plains Energy Incorporated Integrated Marketplace Internal Revenue Code of 1986, as amended Jeffrey Energy Center Kansas Corporation Commission Kansas City Power & Light Company Kansas Department of Health and Environment Kansas Gas and Electric Company La Cygne Generating Station Long-term incentive and share award plan Pending merger of equals between Westar Energy, Inc. and Great Plains Energy Incorporated Public Service Commission of the State ofMissouri Millions of British thermal units Megawatt(s)
 
Megawatt hour(s) National Ambient Air Quality Standards Net Asset Value Nuclear Decommissioning Trust Nuclear Electric Insurance Limited Nitrogen oxides Nitrogen dioxide Nuclear Regulatory Commission New source performance standards 3
TABLE OF CONTENTS Page PART!
PCB PM PRB Prairie Wind ROE RSU RTO S&PSOO S&P Electric Utilities S02 SPP SSCGP TCJA TFR VaR VIE Wolf Creek WOTUS Polychlorinated biphenyl Particulate matter Powder River Basin Prairie Wind Transmission, LLC Return on equity Restricted share unit Regional transmission organization Standard & Poor's 500 Index Standard & Poor's Electric Utility Index Sulfur dioxide Southwest Power Pool, Inc. Southern Star Central Gas Pipeline Tax Cuts and Jobs Act Transmission formula rate Value-at-Risk Variable interest entity Wolf Creek Generating Station Waters of the United States 4 FORWARD-LOOKING STATEMENTS Certain matters discussed in this Annual Report on Form 10-K are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. looking statements may include words like we "believe," "anticipate," "target," "expect," "estimate," "intend" and words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. Such statements address future events and conditions concerning matters such as, but not limited to: the pending merger of equals (merger) between Westar Energy, Inc. and Great Plains Energy Incorporated (Great Plains Energy), including the expected timing of closing the merger and costs expected to be incurred in connection with the merger, amount, type and timing of capital expenditures, earnings, cash flow, liquidity and capital resources, litigation, accounting and tax matters, compliance with debt and other restrictive covenants, interest rates and dividends, environmental matters, regulatory matters, nuclear operations, and the overall economy of our service area and its impact on our customers' demand for electricity and their ability to pay for service. What happens in each case could vary materially from what we expect because of such things as: risks related to operating in a heavily regulated industry that is subject to unpredictable political, legislative, judicial and regulatory developments, which can impact our operations, results of operations, and financial condition, the difficulty of predicting the magnitude and timing of changes in demand for electricity, including with respect to emerging competing services and technologies and conservation and energy efficiency measures, the impact of weather conditions, including as it relates to sales of electricity and prices of energy commodities, equipment damage from storms and extreme weather, economic and capital market conditions, including the impact of inflation or deflation, changes in interest rates, the cost and availability of capital and the market for trading wholesale energy, the impact of changes in market conditions on employee benefit liability calculations and funding obligations, as well as actual and assumed investment returns on invested plan assets, the impact of changes in estimates regarding our Wolf Creek Generating Station (Wolf Creek) decommissioning obligation, the existence or introduction of competition into markets in which we operate, the impact of changing laws and regulations relating to air and greenhouse gas (GHG) emissions, water emissions, waste management and other environmental matters, risks associated with execution of our planned capital expenditure program, including timing and receipt of regulatory approvals necessary for planned construction and expansion projects as well as the ability to complete planned construction projects within the terms and time frames anticipated, cost, availability and timely provision of equipment, supplies, labor and fuel we need to operate our business, availability of generating capacity and the performance of our generating plants, changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown or required modification of nuclear generating facilities, uncertainties with respect to procurement of nuclear fuel and related services, which are dependent on a single supplier, additional regulation due to Nuclear Regulatory Commission (NRC) oversight to ensure the safe operation of Wolf Creek, either related to Wolf Creek's performance, or potentially relating to events or performance at a nuclear plant anywhere in the world, uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel storage and disposal, homeland security and information and operating systems security considerations, risks arising from changes in federal and state tax laws, regulations and interpretations, and related actions by regulatory commissions, 5 changes in accounting requirements and other accounting matters, changes in the energy markets in which we participate, such as the development and implementation of real time and next day trading markets, and the effect of the retroactive repricing of transactions in such markets following execution because of changes or adjustments in market pricing mechanisms by regional transmission organizations (RTOs) and independent system operators, reduced demand for coal-based energy because of actual or perceived climate impacts and the development of alternate energy sources, current and future litigation, regulatory investigations, proceedings or inquiries, cost of fuel used in generation and wholesale electricity prices, certain risks and uncertainties associated with the merger, including, without limitation, those related to: the timing of, and the conditions imposed by, regulatory approvals required for the merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or could otherwise cause the failure of the merger to close, the outcome of any legal proceedings, regulatory proceedings or enforcement matters that have been or may be instituted in connection with the merger, the receipt of an unsolicited offer from another party to acquire our assets or capital stock ( or those of Great Plains Energy) that could interfere with the proposed merger, the timing to consummate the proposed merger, disruption from the proposed merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers, the diversion of management time and attention on the merger, the amount of costs, fees, expenses and charges related to the merger, the possibility that the expected value creation from the merger will not be realized, or will not be realized within the expected time period, difficulties related to the integration of the two companies, the credit ratings of the combined company following the merger, and the effect and timing of changes in laws or in governmental regulations (including environmental laws and regulations) that could adversely affect our participation in the merger, and other factors discussed elsewhere in this report, including in "Item lA. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and in other reports we file from time to time with the Securities and Exchange Commission (SEC). These lists are not all-inclusive because it is not possible to predict all factors. This report should be read in its entirety and in conjunction with the other reports we file from time to time with the SEC. No one section of this report deals with all aspects of the subject matter and additional information on some matters that could impact our consolidated financial results may be included in the other reports we file from time to time with the SEC. The reader should not place undue reliance on any forward-looking statement, as forward-looking statements speak only as of the date such statements were made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made. 6 ITEM 1. BUSINESS GENERAL Overview PART I We are the largest electric utility in Kansas. Unless the context otherwise indicates, all references in this Annual Report on Form 10-K to "the Company," "we," "us," "our" and similar words are to Westar Energy, Inc. and its consolidated subsidiaries.
Item 1. Business                                                                                    1 Item lA. Risk Factors                                                                              14 Item lB. Unresolved Staff Comments                                                                  22 Item 2. Properties                                                                                23 Item 3. Legal Proceedings                                                                          25 Item 4. Mine Safety Disclosures                                                                    25 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters                      26 Item 6. Selected Financial Data                                                                    28 Item 7. Management's Discussion and Analvsis of Financial Condition and Results of Operations      29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                54 Item 8. Financial Statements and Supplementary Data                                                56 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure    lli Item 9A. Controls and Procedures                                                                  lli Item 9B. Other Infonnation                                                                        116 PARTIH Item 10. Directors and Executive Officers of the Registrant                                      ill Item 11. Executive Compensation                                                                  ill Item 12. Securitv Ovmership of Certain Beneficial Owners and Management                          ill Item 13. Certain Relationships and Related Transactions                                          ill Item 14. Principal Accountant Fees and Services                                                  ill PARTIV Item 15. Exhibits and Financial Statement Schedules                                              ill.
The term "Westar Energy" refers to Westar Energy, Inc., a Kansas corporation incorporated in 1924, alone and not together with its consolidated subsidiaries
Item 16. Form 10-K Summary Signatures 2
.. We provide electric generation, transmission arid distribution services to approximately 708,000 customers in Kansas. Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson.
 
Kansas Gas and Electric Company (KGE), Westar Energy's wholly-owned subsidiary, provides these services in south-central and southeastern Kansas, including the city of Wichita. Both Westar Energy and KGE conduct business using the name Westar Energy. Our corporate headquarters is located at 818 South K.ansas Avenue, Topeka, Kansas 66612. Strategy We expect to continue operating as a vertically integrated, regulated electric utility. Significant elements of our strategy include maintaining a flexible, clean and diverse energy supply portfolio.
GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.
In doing so, we 9ontinue to expand renewable generation, build and upgrade our energy infrastructure and develop systems and programs with regard to how our customers use energy and interact with us. In addition, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies.
Abbreviation or Acronym          Definition AFUDC                            Allowance for funds used during construction ARO                              Asset retirement obligation BNSF                            BNSF Railway Company Btu                              British thermal units CAA                              Clean Air Act CCR                              Coal combustion residuals co                              Carbon monoxide CO2                              Carbon dioxide COLI                            Corporate-owned life insurance CPP                              Clean Power Plan CWA                              Clean Water Act CWIP                            Construction work in progress DOE                              Department of Energy DSPP                            Direct Stock Purchase Plan ELG                              Effluent Limitations Guidelines EPA                              Environmental Protection Agency EPS                              Earnings per share Exchange Act                      Securities Exchange Act of 1934 FERC                              Federal Energy Regulatory Commission FMBs                              First mortgage bonds GHG                              Greenhouse gas Great Plains Energy              Great Plains Energy Incorporated IM                                Integrated Marketplace IRC                              Internal Revenue Code of 1986, as amended JEC                              Jeffrey Energy Center KCC                              Kansas Corporation Commission KCPL                              Kansas City Power & Light Company KDHE                              Kansas Department of Health and Environment KGE                              Kansas Gas and Electric Company La Cygne                          La Cygne Generating Station LTISAPlan                        Long-term incentive and share award plan Merger                            Pending merger of equals between Westar Energy, Inc. and Great Plains Energy Incorporated MPSC                              Public Service Commission of the State ofMissouri MMBtu                            Millions of British thermal units MW                              Megawatt(s)
The closing of the merger is subject to customary closing conditions, including receipt of regulatory approvals.
MWh                               Megawatt hour(s)
See "Item IA. Risk Factors" and Note 3 of the Notes to Consolidated Financial Statements, "Pending Merger," for additional information.
NAAQS                             National Ambient Air Quality Standards NAV                              Net Asset Value NDT                              Nuclear Decommissioning Trust NEIL                             Nuclear Electric Insurance Limited NOx                             Nitrogen oxides N02                             Nitrogen dioxide NRC                             Nuclear Regulatory Commission NSPS                             New source performance standards 3
 
PCB                    Polychlorinated biphenyl PM                    Particulate matter PRB                    Powder River Basin Prairie Wind          Prairie Wind Transmission, LLC ROE                    Return on equity RSU                    Restricted share unit RTO                    Regional transmission organization S&PSOO                Standard & Poor's 500 Index S&P Electric Utilities Standard & Poor's Electric Utility Index S02                    Sulfur dioxide SPP                    Southwest Power Pool, Inc.
SSCGP                  Southern Star Central Gas Pipeline TCJA                  Tax Cuts and Jobs Act TFR                    Transmission formula rate VaR                    Value-at-Risk VIE                    Variable interest entity Wolf Creek            Wolf Creek Generating Station WOTUS                  Waters of the United States 4
 
FORWARD-LOOKING STATEMENTS Certain matters discussed in this Annual Report on Form 10-K are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words like we "believe," "anticipate," "target," "expect," "estimate," "intend" and words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. Such statements address future events and conditions concerning matters such as, but not limited to:
the pending merger of equals (merger) between Westar Energy, Inc. and Great Plains Energy Incorporated (Great Plains Energy), including the expected timing of closing the merger and costs expected to be incurred in connection with the merger, amount, type and timing of capital expenditures, earnings, cash flow, liquidity and capital resources, litigation, accounting and tax matters, compliance with debt and other restrictive covenants, interest rates and dividends, environmental matters, regulatory matters, nuclear operations, and the overall economy of our service area and its impact on our customers' demand for electricity and their ability to pay for service.
What happens in each case could vary materially from what we expect because of such things as:
risks related to operating in a heavily regulated industry that is subject to unpredictable political, legislative, judicial and regulatory developments, which can impact our operations, results of operations, and financial condition, the difficulty of predicting the magnitude and timing of changes in demand for electricity, including with respect to emerging competing services and technologies and conservation and energy efficiency measures, the impact of weather conditions, including as it relates to sales of electricity and prices of energy commodities, equipment damage from storms and extreme weather, economic and capital market conditions, including the impact of inflation or deflation, changes in interest rates, the cost and availability of capital and the market for trading wholesale energy, the impact of changes in market conditions on employee benefit liability calculations and funding obligations, as well as actual and assumed investment returns on invested plan assets, the impact of changes in estimates regarding our Wolf Creek Generating Station (Wolf Creek) decommissioning obligation, the existence or introduction of competition into markets in which we operate, the impact of changing laws and regulations relating to air and greenhouse gas (GHG) emissions, water emissions, waste management and other environmental matters, risks associated with execution of our planned capital expenditure program, including timing and receipt of regulatory approvals necessary for planned construction and expansion projects as well as the ability to complete planned construction projects within the terms and time frames anticipated, cost, availability and timely provision of equipment, supplies, labor and fuel we need to operate our business, availability of generating capacity and the performance of our generating plants, changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown or required modification of nuclear generating facilities, uncertainties with respect to procurement of nuclear fuel and related services, which are dependent on a single supplier, additional regulation due to Nuclear Regulatory Commission (NRC) oversight to ensure the safe operation of Wolf Creek, either related to Wolf Creek's performance, or potentially relating to events or performance at a nuclear plant anywhere in the world, uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel storage and disposal, homeland security and information and operating systems security considerations, risks arising from changes in federal and state tax laws, regulations and interpretations, and related actions by regulatory commissions, 5
 
changes in accounting requirements and other accounting matters, changes in the energy markets in which we participate, such as the development and implementation of real time and next day trading markets, and the effect of the retroactive repricing of transactions in such markets following execution because of changes or adjustments in market pricing mechanisms by regional transmission organizations (RTOs) and independent system operators, reduced demand for coal-based energy because of actual or perceived climate impacts and the development of alternate energy sources, current and future litigation, regulatory investigations, proceedings or inquiries, cost of fuel used in generation and wholesale electricity prices, certain risks and uncertainties associated with the merger, including, without limitation, those related to:
the timing of, and the conditions imposed by, regulatory approvals required for the merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or could otherwise cause the failure of the merger to close, the outcome of any legal proceedings, regulatory proceedings or enforcement matters that have been or may be instituted in connection with the merger, the receipt of an unsolicited offer from another party to acquire our assets or capital stock (or those of Great Plains Energy) that could interfere with the proposed merger, the timing to consummate the proposed merger, disruption from the proposed merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers, the diversion of management time and attention on the merger, the amount of costs, fees, expenses and charges related to the merger, the possibility that the expected value creation from the merger will not be realized, or will not be realized within the expected time period, difficulties related to the integration of the two companies, the credit ratings of the combined company following the merger, and the effect and timing of changes in laws or in governmental regulations (including environmental laws and regulations) that could adversely affect our participation in the merger, and other factors discussed elsewhere in this report, including in "Item lA. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and in other reports we file from time to time with the Securities and Exchange Commission (SEC).
These lists are not all-inclusive because it is not possible to predict all factors. This report should be read in its entirety and in conjunction with the other reports we file from time to time with the SEC. No one section of this report deals with all aspects of the subject matter and additional information on some matters that could impact our consolidated financial results may be included in the other reports we file from time to time with the SEC. The reader should not place undue reliance on any forward-looking statement, as forward-looking statements speak only as of the date such statements were made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made.
6
 
PART I ITEM 1. BUSINESS GENERAL Overview We are the largest electric utility in Kansas. Unless the context otherwise indicates, all references in this Annual Report on Form 10-K to "the Company," "we," "us," "our" and similar words are to Westar Energy, Inc. and its consolidated subsidiaries. The term "Westar Energy" refers to Westar Energy, Inc., a Kansas corporation incorporated in 1924, alone and not together with its consolidated subsidiaries ..
We provide electric generation, transmission arid distribution services to approximately 708,000 customers in Kansas.
Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson. Kansas Gas and Electric Company (KGE), Westar Energy's wholly-owned subsidiary, provides these services in south-central and southeastern Kansas, including the city of Wichita. Both Westar Energy and KGE conduct business using the name Westar Energy. Our corporate headquarters is located at 818 South K.ansas Avenue, Topeka, Kansas 66612.
Strategy We expect to continue operating as a vertically integrated, regulated electric utility. Significant elements of our strategy include maintaining a flexible, clean and diverse energy supply portfolio. In doing so, we 9ontinue to expand renewable generation, build and upgrade our energy infrastructure and develop systems and programs with regard to how our customers use energy and interact with us. In addition, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. The closing of the merger is subject to customary closing conditions, including receipt of regulatory approvals. See "Item IA. Risk Factors" and Note 3 of the Notes to Consolidated Financial Statements, "Pending Merger," for additional information.
OPERATIONS General As noted above, we supply electric energy at retail to customers in Kansas. We also supply electric energy at wholesale to municipalities and electric cooperatives in Kansas, and have contracts for the sale or purchase of wholesale electricity with other utilities.
OPERATIONS General As noted above, we supply electric energy at retail to customers in Kansas. We also supply electric energy at wholesale to municipalities and electric cooperatives in Kansas, and have contracts for the sale or purchase of wholesale electricity with other utilities.
Following is the percentage of our revenues by customer classification.
Following is the percentage of our revenues by customer classification. Classification of customers as residential, commercial and industrial requires judgment and our classifications may be different from other companies. Assignment of tariffs is not dependent on classification.
Classification of customers as residential, commercial and industrial requires judgment and our classifications may be different from other companies.
Year Ended December 31, 2017          2016          2015 Residential ..................
Assignment of tariffs is not dependent on classification.
* 32%          33%            '.31%
Year Ended December 31, 2017 2016 2015 Residential
Commercial ............... .              28%          29%              29%
..................
Industrial. ................... .          16%          16
* 32% 33% '.31% Commercial
............... . 28% 29% 29% Industrial.
................... . 16
* contractor or supplier non-performance; delays in or failure to receive necessary permits, approvals and other regulatory authorizations; impacts of new and existing laws and regulations, including environmental and health and safety laws, regulations and permit requirements;
* contractor or supplier non-performance; delays in or failure to receive necessary permits, approvals and other regulatory authorizations; impacts of new and existing laws and regulations, including environmental and health and safety laws, regulations and permit requirements;
* adverse weather; unforeseen engineering problems or changes in project design or scope; environmental and geological conditions; and unanticipated cost increases with respect to labor or materials, including basic commodities needed for our infrastructure such as steel, copper and aluminum.
* adverse weather; unforeseen engineering problems or changes in project design or scope; environmental and geological conditions; and unanticipated cost increases with respect to labor or materials, including basic commodities needed for our infrastructure such as steel, copper and aluminum.
These and other factors, or any combination of them, could cause us to defer or limit our capital expenditure program and could adversely impact our consolidated financial results. Our ability to fund our capital expenditures and meet our working capital and liquidity needs may be limited by conditions in the credit and capital markets, by our credit ratings or the market price of Westar Energy's common stock. Further, capital market conditions can cause fluctuations in the values of assets set aside for employee benefit obligations and the Wolf Creek nuclear decommissioning trust (NDT) and may increase our funding requirements related to these obligations.
These and other factors, or any combination of them, could cause us to defer or limit our capital expenditure program and could adversely impact our consolidated financial results.
To fund our capital expenditures and for working capital and liquidity, we rely on internally generated cash, access to capital markets, and short-term credit. Disruption in capital markets, deterioration in the financial condition of the financial institutions on which we rely, any credit rating downgrade or any decrease in the market price of Westar Energy's common stock may make capital more difficult and costly for us to obtain, may restrict liquidity available to us, may require us to defer or limit capital investments or impact operations or may reduce the value of our financial assets. The Tax Cuts and Jobs Act (TCJA) will reduce our internally generated cash, which might adversely impact the manner in which our credit rating is evaluated.
Our ability to fund our capital expenditures and meet our working capital and liquidity needs may be limited by conditions in the credit and capital markets, by our credit ratings or the market price of Westar Energy's common stock. Further, capital market conditions can cause fluctuations in the values of assets set aside for employee benefit obligations and the Wolf Creek nuclear decommissioning trust (NDT) and may increase our funding requirements related to these obligations.
These could adversely impact our business and consolidated financial results, including our ability to pay dividends and to make investments or undertake programs necessary to meet regulatory mandates and customer demand. Further, we have significant future financial obligations with respect to employee benefit obligations and the Wolf Creek NDT. The value of the assets needed to meet those obligations are subject to market fluctuations and will yield uncertain returns, which may fall below our expectations for meeting our obligations.
To fund our capital expenditures and for working capital and liquidity, we rely on internally generated cash, access to capital markets, and short-term credit. Disruption in capital markets, deterioration in the financial condition of the financial institutions on which we rely, any credit rating downgrade or any decrease in the market price of Westar Energy's common stock may make capital more difficult and costly for us to obtain, may restrict liquidity available to us, may require us to defer or limit capital investments or impact operations or may reduce the value of our financial assets. The Tax Cuts and Jobs Act (TCJA) will reduce our internally generated cash, which might adversely impact the manner in which our credit rating is evaluated. These could adversely impact our business and consolidated financial results, including our ability to pay dividends and to make investments or undertake programs necessary to meet regulatory mandates and customer demand.
Additionally, inflation and changes in interest rates impact the value of future liabilities.
Further, we have significant future financial obligations with respect to employee benefit obligations and the Wolf Creek NDT. The value of the assets needed to meet those obligations are subject to market fluctuations and will yield uncertain returns, which may fall below our expectations for meeting our obligations. Additionally, inflation and changes in interest rates impact the value of future liabilities. In general, when interest rates decline, the value of future liabilities increase. While the KCC allows us to implement a regulatory accounting mechanism to track certain of our employee benefit plan expenses, this mechanism does not allow us to make automatic price adjustments. Only in future rate proceedings may we be allowed to adjust our prices to reflect changes in our funding requirements. Further, the tracking mechanism for these benefit plan expenses is part of our overall rate structure, and as such, it is subject to KCC review and may be modified, limited or eliminated in the future. If these assets are not managed successfully, our consolidated financial results and cash flows could be adversely impacted.
In general, when interest rates decline, the value of future liabilities increase.
17
While the KCC allows us to implement a regulatory accounting mechanism to track certain of our employee benefit plan expenses, this mechanism does not allow us to make automatic price adjustments.
 
Only in future rate proceedings may we be allowed to adjust our prices to reflect changes in our funding requirements.
Physical and cybersecurity breaches, criminal activity, terrorist attacks and other disruptions to our facilities or our information technology infrastructure could interfere with our operations, expose us or our customers or employees to a risk ofloss and expose us to liability or regulatory penalties or cause reputational damage and other harm to our business.
Further, the tracking mechanism for these benefit plan expenses is part of our overall rate structure, and as such, it is subject to KCC review and may be modified, limited or eliminated in the future. If these assets are not managed successfully, our consolidated financial results and cash flows could be adversely impacted.
We rely upon information technology networks and systems to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including the generation, transmission and distribution of electricity, supply chain functions, and the invoicing and collection of payments from our customers. We also use information technology networks and systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal and tax requirements. These networks and systems are in some cases owned or managed by third-party service providers. In the ordinary course of business, we collect, store and transmit sensitive data including operating information, proprietary business information belonging to us and third parties and personal information belonging to our customers and employees.
17 Physical and cybersecurity breaches, criminal activity, terrorist attacks and other disruptions to our facilities or our information technology infrastructure could interfere with our operations, expose us or our customers or employees to a risk ofloss and expose us to liability or regulatory penalties or cause reputational damage and other harm to our business.
Our information technology networks and infrastructure, as well as the networks and infrastructure belonging to third-party service providers that we utilize, may be vulnerable to damage, disruptions or shutdowns due to attacks or breaches by hackers or other unauthorized third parties; error or malfeasance by one or more of our or our service providers' employees; software or hardware upgrades; additions or replacements; malicious software code; telecommunication failures; natural disasters or other catastrophic events. The occurrence of any of these events could, among other things, impact the reliability or safety of our generation, transmission and distribution systems; result in the erasure of data or render our equipment unusable; impact our ability to conduct business in the ordinary course; expose us and our customers, employees and vendors to a risk of loss or misuse of information; and result in legal claims or proceedings, liability or regulatory penalties against us, damage our reputation or otherwise harm our business. We can provide no assurance that we will identify and remedy all security or system vulnerabilities or that unauthorized access or error will be identified and remedied.
We rely upon information technology networks and systems to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including the generation, transmission and distribution of electricity, supply chain functions, and the invoicing and collection of payments from our customers.
We are subject to laws and rules issued by multiple government agencies concerning safeguarding and maintaining the confidentiality of our security, customer and business information. For example, NERC has issued comprehensive regulations and standards surrounding the security of bulk power systems, and is continually in the process of developing updated and additional requirements with which the utility industry must comply. The NRC also has issued regulations and standards related to the protection of critical digital assets at nuclear power plants. Compliance with NERC and NRC rules and standards, and rules and standards promulgated by other regulatory agencies from time to time, will increase our compliance costs and our exposure to the potential risk of violations of these rules and standards, which includes potential financial penalties. Furthermore, the non-compliance of other utilities with applicable regulations or the occurrence of a serious security event at other utilities could result in increased regulation or oversight, both of which could increase our costs and impact our consolidated financial results.
We also use information technology networks and systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal and tax requirements.
Additionally, we cannot predict the impact that any future information technology or terrorist attack may have on the energy industry in general. The electric utility industry, both within the United States and internationally, has experienced physical and cybersecurity attacks on energy infrastructure such as power plants, substations, and related assets in the past, and there may be more attacks in the future. Our facilities could be direct targets or indirect casualties of such attacks. The effects of such attacks could include disruption to our generation, transmission and distribution systems or to the electrical grid in general, and could increase the cost of insurance coverage or result in a decline in the U.S. economy. Any of the foregoing could adversely impact our operations or financial results.
These networks and systems are in some cases owned or managed by third-party service providers.
Equipment failures and other events beyond our control may cause extended or unplanned plant outages, which may*
In the ordinary course of business, we collect, store and transmit sensitive data including operating information, proprietary business information belonging to us and third parties and personal information belonging to our customers and employees.
adversely impact our consolidated financial results.
Our information technology networks and infrastructure, as well as the networks and infrastructure belonging to party service providers that we utilize, may be vulnerable to damage, disruptions or shutdowns due to attacks or breaches by hackers or other unauthorized third parties; error or malfeasance by one or more of our or our service providers' employees; software or hardware upgrades; additions or replacements; malicious software code; telecommunication failures; natural disasters or other catastrophic events. The occurrence of any of these events could, among other things, impact the reliability or safety of our generation, transmission and distribution systems; result in the erasure of data or render our equipment unusable; impact our ability to conduct business in the ordinary course; expose us and our customers, employees and vendors to a risk of loss or misuse of information; and result in legal claims or proceedings, liability or regulatory penalties against us, damage our reputation or otherwise harm our business.
The generation, distribution and transmission of electricity require the use of expensive and complicated equipment, much of which is aged, and all of which requires significant ongoing maintenance. Our power plants and equipment are subject to extended outages because of equipment failure, weather, transmission system disruption, operator error, contractor or subcontractor failure and other factors. In such events, we must either produce replacement power from our other plants, which may be less efficient or more expensive to operate, purchase power from others at unpredictable and potentially higher costs in order to meet our sales obligations, or suffer outages. Such events could also limit our ability to make sales to customers.
We can provide no assurance that we will identify and remedy all security or system vulnerabilities or that unauthorized access or error will be identified and remedied.
Therefore, the occurrence of extended or unplanned outages could adversely affect our consolidated financial results.
We are subject to laws and rules issued by multiple government agencies concerning safeguarding and maintaining the confidentiality of our security, customer and business information.
18
For example, NERC has issued comprehensive regulations and standards surrounding the security of bulk power systems, and is continually in the process of developing updated and additional requirements with which the utility industry must comply. The NRC also has issued regulations and standards related to the protection of critical digital assets at nuclear power plants. Compliance with NERC and NRC rules and standards, and rules and standards promulgated by other regulatory agencies from time to time, will increase our compliance costs and our exposure to the potential risk of violations of these rules and standards, which includes potential financial penalties.
 
Furthermore, the non-compliance of other utilities with applicable regulations or the occurrence of a serious security event at other utilities could result in increased regulation or oversight, both of which could increase our costs and impact our consolidated financial results. Additionally, we cannot predict the impact that any future information technology or terrorist attack may have on the energy industry in general. The electric utility industry, both within the United States and internationally, has experienced physical and cybersecurity attacks on energy infrastructure such as power plants, substations, and related assets in the past, and there may be more attacks in the future. Our facilities could be direct targets or indirect casualties of such attacks. The effects of such attacks could include disruption to our generation, transmission and distribution systems or to the electrical grid in general, and could increase the cost of insurance coverage or result in a decline in the U.S. economy. Any of the foregoing could adversely impact our operations or financial results. Equipment failures and other events beyond our control may cause extended or unplanned plant outages, which may* adversely impact our consolidated financial results. The generation, distribution and transmission of electricity require the use of expensive and complicated equipment, much of which is aged, and all of which requires significant ongoing maintenance.
Recent comprehensive tax legislation could adversely affect our consolidated financial results and liquidity. In addition, we may not be able to fully utilize net operating loss, tax credit or other tax carryforwards, or realize expected production tax credits related to our wind farms, all of which could adversely impact our consolidated financial results and liquidity.
Our power plants and equipment are subject to extended outages because of equipment failure, weather, transmission system disruption, operator error, contractor or subcontractor failure and other factors. In such events, we must either produce replacement power from our other plants, which may be less efficient or more expensive to operate, purchase power from others at unpredictable and potentially higher costs in order to meet our sales obligations, or suffer outages. Such events could also limit our ability to make sales to customers.
Major tax legislation, known as the TCJA, was signed into law in December 2017. The TCJA significantly reforms the Internal Revenue Code of 1986, as amended (IRC), and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, reducing the federal corporate income tax rate from 35% to 21 %, limiting the deduction for net operating losses, eliminating net operating loss carrybacks and eliminating our use of bonus depreciation on new capital investments. Due to the complexity of the TCJA, including any possible future legislation that amends the TCJA, the limited guidance from regulatory agencies, including the Internal Revenue Service, FERC and the KCC, and contemporaneous state dockets, including one in Kansas dedicated to the impact of the TCJA, the overall impact of the TCJA on us is uncertain, and our business, as well as the business of the combined companies following closing of the merger, could be adversely affected by the TCJA or related regulatory proceedings and actions.
Therefore, the occurrence of extended or unplanned outages could adversely affect our consolidated financial results. 18 Recent comprehensive tax legislation could adversely affect our consolidated financial results and liquidity.
The TCJA will reduce our revenues and internally generated cash flows due to the reduced collection of taxes in customer prices. Due to the reasons noted above, this reduction could be more than we anticipate and could adversely affect our consolidated financial results and liquidity. In addition, the reduction in the corporate tax rate may result in a reduction of deferred income tax assets and liabilities currently recorded, and may result in one or more charges to our results of operations to the extent that the assets and liabilities are not attributable to our rate regulated business. Further, there may be other material adverse effects resulting from the legislation that we have not yet identified.
In addition, we may not be able to fully utilize net operating loss, tax credit or other tax carryforwards, or realize expected production tax credits related to our wind farms, all of which could adversely impact our consolidated financial results and liquidity.
Over the last several years, our income tax obligations have been reduced due to the continued use of bonus depreciation provisions that allow for an acceleration of deductions for tax purposes and IRS guidance on tax deductions for repairs. Although the TCJA expands bonus depreciation in general, it eliminates bonus depreciation for regulated utilities on new capital investments. We assess our future ability to utilize tax benefits, including those in the form of net operating loss, tax credit and other tax carryforwards, that are recorded as deferred income tax assets on our balance sheets to determine whether a valuation allowance is necessary. A reduction in, or disallowance of these tax benefits resulting from a legislative change or adverse determination by a taxing jurisdiction could have an adverse impact on our consolidated financial results and liquidity. Additionally, changes in corporate tax rates or policy changes, such as those resulting from the TCJA, as well as any inability to generate enough taxable income in the future to utilize all of our tax benefits before they expire, could have an adverse impact on our consolidated financial results and liquidity.
Major tax legislation, known as the TCJA, was signed into law in December 2017. The TCJA significantly reforms the Internal Revenue Code of 1986, as amended (IRC), and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, reducing the federal corporate income tax rate from 35% to 21 %, limiting the deduction for net operating losses, eliminating net operating loss carrybacks and eliminating our use of bonus depreciation on new capital investments.
In addition, we operate wind farms that generate production tax credits for us to use to reduce our federal income tax obligations. The amount of production tax credits we earn is dependent on the level of electricity output generated by our wind farms and the applicable tax credit rate. A variety of operating and economic parameters, including transmission constraints, adverse weather conditions and breakdown or failure of equipment, could significantly reduce the production tax credits generated by our wind farms, which could have an adverse impact on our consolidated financial results.
Due to the complexity of the TCJA, including any possible future legislation that amends the TCJA, the limited guidance from regulatory agencies, including the Internal Revenue Service, FERC and the KCC, and contemporaneous state dockets, including one in Kansas dedicated to the impact of the TCJA, the overall impact of the TCJA on us is uncertain, and our business, as well as the business of the combined companies following closing of the merger, could be adversely affected by the TCJA or related regulatory proceedings and actions. The TCJA will reduce our revenues and internally generated cash flows due to the reduced collection of taxes in customer prices. Due to the reasons noted above, this reduction could be more than we anticipate and could adversely affect our consolidated financial results and liquidity.
Our regulated business model may be threatened by technological advancements that could adversely affect our financial condition and results of operations.
In addition, the reduction in the corporate tax rate may result in a reduction of deferred income tax assets and liabilities currently recorded, and may result in one or more charges to our results of operations to the extent that the assets and liabilities are not attributable to our rate regulated business.
Significant technological advancements have taken and will continue to take place in the electric industry, including advancements related to self-generation and distributed energy technologies such as fuel cells, micro turbines, wind turbines and solar cells, as well as related to the storage of energy produced by these systems. Adoption of these technologies may increase because of advancements or government subsidies reducing the cost of generating or storing electricity through these technologies to a level that is competitive with our current methods of generating electricity. There is also a perception that generating or storing electricity through these technologies is more environmentally friendly than generating electricity with fossil fuels. Increased adoption of these technologies could reduce electricity demand and the pool of customers from whom fixed costs are recovered, resulting in under recovery of our fixed costs. Increased self-generation and the related use of net energy metering, which allows self-generating customers to receive bill credits for surplus power, could put upward price pressure on our remaining customers. Ifwe were unable to adjust our prices to reflect reduced electricity demand and increased self-generation and net energy metering, our financial condition and results of operations could be adversely affected.
Further, there may be other material adverse effects resulting from the legislation that we have not yet identified.
19
Over the last several years, our income tax obligations have been reduced due to the continued use of bonus depreciation provisions that allow for an acceleration of deductions for tax purposes and IRS guidance on tax deductions for repairs. Although the TCJA expands bonus depreciation in general, it eliminates bonus depreciation for regulated utilities on new capital investments.
 
We assess our future ability to utilize tax benefits, including those in the form of net operating loss, tax credit and other tax carryforwards, that are recorded as deferred income tax assets on our balance sheets to determine whether a valuation allowance is necessary.
Risks Relating to the Pending Merger We cannot provide any assurance that the merger will be completed. Failure to complete the merger could negatively affect the trading price of our common stock and our future business and financial results.
A reduction in, or disallowance of these tax benefits resulting from a legislative change or adverse determination by a taxing jurisdiction could have an adverse impact on our consolidated financial results and liquidity.
The closing of the merger is subject to various conditions, including, among others, (i) receipt of all required regulatory approvals from, among others, the FERC, NRC, KCC, and Public Service Commission of the State of Missouri (MPSC) (provided that such approvals do not result in a material adverse effect on Great Plains Energy or Westar Energy and their respective subsidiaries, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole); (ii) effectiveness of the registration statement for the shares of the new holding company common stock to be issued to Westar Energy and Great Plains Energy shareholders in the merger and approval of the listing of such shares on the New York Stock Exchange; (iii) the absence of any material adverse effect with respect to Westar Energy, Great Plains Energy and their respective subsidiaries; (iv) the absence oflaws or judgments, whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the merger; (v) subject to certain materiality exceptions, the accuracy of the representations and warranties made by Westar Energy and Great Plains Energy, respectively, and compliance by Westar Energy and Great Plains Energy with their respective obligations under the amended and restated merger agreement; (vi) the receipt of tax opinions by us and Great Plains Energy that the merger will be treated as a non-taxable event for U.S. federal income tax purposes; (vii) there being no shares of Great Plains Energy preference stock outstanding; and (viii) Great Plains Energy having not less than $1.25 billion in cash or cash equivalents on its balance sheet.
Additionally, changes in corporate tax rates or policy changes, such as those resulting from the TCJA, as well as any inability to generate enough taxable income in the future to utilize all of our tax benefits before they expire, could have an adverse impact on our consolidated financial results and liquidity.
Although we and Great Plains Energy have agreed in the merger agreement to use our reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary to cause the conditions to the closing of the merger to be satisfied or to effect the closing of the merger as promptly as reasonably practicable, the conditions to the merger may not be satisfied and the merger agreement could be terminated. In addition, satisfying the conditions to the merger may take longer than, and could cost more than, we and Great Plains Energy expect. The occurrence of any of these events individually or in combination could negatively affect the trading price of our common stock and our future business and financial results and subject us to the following:
In addition, we operate wind farms that generate production tax credits for us to use to reduce our federal income tax obligations.
The amount of production tax credits we earn is dependent on the level of electricity output generated by our wind farms and the applicable tax credit rate. A variety of operating and economic parameters, including transmission constraints, adverse weather conditions and breakdown or failure of equipment, could significantly reduce the production tax credits generated by our wind farms, which could have an adverse impact on our consolidated financial results. Our regulated business model may be threatened by technological advancements that could adversely affect our financial condition and results of operations.
Significant technological advancements have taken and will continue to take place in the electric industry, including advancements related to self-generation and distributed energy technologies such as fuel cells, micro turbines, wind turbines and solar cells, as well as related to the storage of energy produced by these systems. Adoption of these technologies may increase because of advancements or government subsidies reducing the cost of generating or storing electricity through these technologies to a level that is competitive with our current methods of generating electricity.
There is also a perception that generating or storing electricity through these technologies is more environmentally friendly than generating electricity with fossil fuels. Increased adoption of these technologies could reduce electricity demand and the pool of customers from whom fixed costs are recovered, resulting in under recovery of our fixed costs. Increased self-generation and the related use of net energy metering, which allows self-generating customers to receive bill credits for surplus power, could put upward price pressure on our remaining customers.
Ifwe were unable to adjust our prices to reflect reduced electricity demand and increased self-generation and net energy metering, our financial condition and results of operations could be adversely affected.
19 Risks Relating to the Pending Merger We cannot provide any assurance that the merger will be completed.
Failure to complete the merger could negatively affect the trading price of our common stock and our future business and financial results. The closing of the merger is subject to various conditions, including, among others, (i) receipt of all required regulatory approvals from, among others, the FERC, NRC, KCC, and Public Service Commission of the State of Missouri (MPSC) (provided that such approvals do not result in a material adverse effect on Great Plains Energy or Westar Energy and their respective subsidiaries, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole); (ii) effectiveness of the registration statement for the shares of the new holding company common stock to be issued to Westar Energy and Great Plains Energy shareholders in the merger and approval of the listing of such shares on the New York Stock Exchange; (iii) the absence of any material adverse effect with respect to Westar Energy, Great Plains Energy and their respective subsidiaries; (iv) the absence oflaws or judgments, whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the merger; (v) subject to certain materiality exceptions, the accuracy of the representations and warranties made by Westar Energy and Great Plains Energy, respectively, and compliance by Westar Energy and Great Plains Energy with their respective obligations under the amended and restated merger agreement; (vi) the receipt of tax opinions by us and Great Plains Energy that the merger will be treated as a taxable event for U.S. federal income tax purposes; (vii) there being no shares of Great Plains Energy preference stock outstanding; and (viii) Great Plains Energy having not less than $1.25 billion in cash or cash equivalents on its balance sheet. Although we and Great Plains Energy have agreed in the merger agreement to use our reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary to cause the conditions to the closing of the merger to be satisfied or to effect the closing of the merger as promptly as reasonably practicable, the conditions to the merger may not be satisfied and the merger agreement could be terminated.
In addition, satisfying the conditions to the merger may take longer than, and could cost more than, we and Great Plains Energy expect. The occurrence of any of these events individually or in combination could negatively affect the trading price of our common stock and our future business and financial results and subject us to the following:
* negative reactions from the financial markets, including declines in the price of our common stock due to the fact that the current price may reflect a market assumption that the merger will be completed; performance shortfalls and missed opportunities as a result of the diversion of our management's attention by the merger; and
* negative reactions from the financial markets, including declines in the price of our common stock due to the fact that the current price may reflect a market assumption that the merger will be completed; performance shortfalls and missed opportunities as a result of the diversion of our management's attention by the merger; and
* potential payments by us to Great Plains Energy for damages, or if the merger agreement is terminated under certain circumstances, a termination fee of$190.0 million. The merger is subject to the receipt of consent or approval from governmental entities that could delay the completion of the merger or impose conditions that could have a material adverse effect on the combined company. Completion of the merger is conditioned upon, among other things, the receipt of consents, orders, approvals or clearances, as required, from, among others, the FERC, NRC, KCC and MPSC (provided that such approvals do not result in a material adverse effect on Great Plains Energy or Westar Energy and their respective subsidiaries, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole). On April 19, 2017, the KCC rejected the original proposed acquisition of Westar Energy by Great Plains Energy, and we are unable to predict how the KCC will evaluate the new proposed merger. A substantial delay in obtaining satisfactory approvals*
* potential payments by us to Great Plains Energy for damages, or if the merger agreement is terminated under certain circumstances, a termination fee of$190.0 million.
or the imposition of unfavorable terms or conditions in connection with such approvals could adversely affect the business, financial condition or results of operations ofus or Great Plains Energy or may result in the termination of the merger agreement.
The merger is subject to the receipt of consent or approval from governmental entities that could delay the completion of the merger or impose conditions that could have a material adverse effect on the combined company.
Failure to receive satisfactory approvals may also make any alternative future strategic transaction more challenging, which could in turn negatively impact the price of our common stock. For additional information on the status of various approvals in connection with the pending merger, see Notes 3 and 14 of the Notes to Consolidated Financial Statements, "Pending Merger" and "Commitments and Contingencies," respectively.
Completion of the merger is conditioned upon, among other things, the receipt of consents, orders, approvals or clearances, as required, from, among others, the FERC, NRC, KCC and MPSC (provided that such approvals do not result in a material adverse effect on Great Plains Energy or Westar Energy and their respective subsidiaries, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole).
On April 19, 2017, the KCC rejected the original proposed acquisition of Westar Energy by Great Plains Energy, and we are unable to predict how the KCC will evaluate the new proposed merger. A substantial delay in obtaining satisfactory approvals* or the imposition of unfavorable terms or conditions in connection with such approvals could adversely affect the business, financial condition or results of operations ofus or Great Plains Energy or may result in the termination of the merger agreement. Failure to receive satisfactory approvals may also make any alternative future strategic transaction more challenging, which could in turn negatively impact the price of our common stock.
For additional information on the status of various approvals in connection with the pending merger, see Notes 3 and 14 of the Notes to Consolidated Financial Statements, "Pending Merger" and "Commitments and Contingencies," respectively.
The anticipated benefits of combining the companies may not be realized.
The anticipated benefits of combining the companies may not be realized.
We entered into the amended and restated merger agreement with the expectation that the merger would result in various benefits, including, among other things, synergies, cost savings and operating efficiencies.
We entered into the amended and restated merger agreement with the expectation that the merger would result in various benefits, including, among other things, synergies, cost savings and operating efficiencies. However, the achievement of the anticipated benefits of the merger, including the synergies, may not materialize or may take longer than expected to materialize. In addition, the TCJA significantly reforms the IRC and may impact the timing and extent of benefits previously 20
However, the achievement of the anticipated benefits of the merger, including the synergies, may not materialize or may take longer than expected to materialize.
 
In addition, the TCJA significantly reforms the IRC and may impact the timing and extent of benefits previously 20 expected from the merger. In addition, we may not be able to integrate our operations with Great Plains Energy's existing operations without encountering difficulties, including inconsistencies in standards, systems and controls, and without diverting management's focus and resources from ordinary business activities and opportunities.
expected from the merger. In addition, we may not be able to integrate our operations with Great Plains Energy's existing operations without encountering difficulties, including inconsistencies in standards, systems and controls, and without diverting management's focus and resources from ordinary business activities and opportunities. Any of the foregoing could have a material adverse effect on the combined company.
Any of the foregoing could have a material adverse effect on the combined company. We will incur significant transaction and transition costs in connection with the merger. We and Great Plains Energy expect to incur significant transaction and transition costs in connection with the consummation of the merger and the subsequent integration of the companies (in addition to the costs we and Great Plains Energy have already incurred on the prior proposed acquisition ofus). Prior to consummation of the merger, we may also incur additional costs to maintain employee morale and to retain key employees.
We will incur significant transaction and transition costs in connection with the merger.
Great Plains Energy will also incur significant fees and expenses in connection with unwinding financing arrangements that were implemented to finance the prior proposed acquisition ofus. These expenses could reduce or eliminate the savings that we expect to achieve from the merger, and accordingly, any net benefits may not be achieved in the near term or at all. These transaction and transition expenses may result in significant charges taken against earnings by us prior to the completion of the merger and by the combined company following the completion of the merger. We will be subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect our business.
We and Great Plains Energy expect to incur significant transaction and transition costs in connection with the consummation of the merger and the subsequent integration of the companies (in addition to the costs we and Great Plains Energy have already incurred on the prior proposed acquisition ofus). Prior to consummation of the merger, we may also incur additional costs to maintain employee morale and to retain key employees. Great Plains Energy will also incur significant fees and expenses in connection with unwinding financing arrangements that were implemented to finance the prior proposed acquisition ofus. These expenses could reduce or eliminate the savings that we expect to achieve from the merger, and accordingly, any net benefits may not be achieved in the near term or at all. These transaction and transition expenses may result in significant charges taken against earnings by us prior to the completion of the merger and by the combined company following the completion of the merger.
Uncertainty about the impact of the merger, including on employees and customers, may have an adverse effect on us and Great Plains Energy and, consequently, on the combined company. These uncertainties may impair our and Great Plains Energy's ability to attract, retain and motivate personnel, and could cause customers, suppliers and others that deal with us to seek to change existing business relationships with *us and/or Great Plains Energy. If employees depart, our business or the combined company's business could be harmed. In addition, the merger agreement restricts us, without the consent of Great Plains Energy, and Great Plains Energy, without our consent, from taking specified actions until the merger is completed or the amended and restated merger agreement terminates.
We will be subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect our business.
These restrictions may prevent us or Great Plains Energy from pursuing otherwise attractive business opportunities and making other changes to our respective businesses.
Uncertainty about the impact of the merger, including on employees and customers, may have an adverse effect on us and Great Plains Energy and, consequently, on the combined company. These uncertainties may impair our and Great Plains Energy's ability to attract, retain and motivate personnel, and could cause customers, suppliers and others that deal with us to seek to change existing business relationships with *us and/or Great Plains Energy. If employees depart, our business or the combined company's business could be harmed. In addition, the merger agreement restricts us, without the consent of Great Plains Energy, and Great Plains Energy, without our consent, from taking specified actions until the merger is completed or the amended and restated merger agreement terminates. These restrictions may prevent us or Great Plains Energy from pursuing otherwise attractive business opportunities and making other changes to our respective businesses.
Pending litigation against us and Great Plains Energy may adversely affect the combined company's business, financial condition or results of operations following the merger. Following the announcement of the original merger agreement, a putative derivative lawsuit was filed in the District Court of Shawnee County, Kansas against the members of our board of directors, Great Plains Energy and a subsidiary of Great Plains Energy, alleging breaches of various fiduciary duties by members of our board of directors in connection with the original proposed transaction and alleging that Great Plains Energy and a subsidiary of Great Plains Energy aided and abetted such alleged breaches of fiduciary duties. The putative derivative petition was refiled in October 2017. Also following the announcement of the original merger agreement, two putative class action lawsuits (which were consolidated and superseded by a consolidated complaint) were filed in the District Court of Shawnee County, Kansas against Westar Energy, the members of our board of directors and Great Plains Energy, alleging breaches of various fiduciary duties by the members of our board of directors in connection with the proposed merger and alleging that we and Great.Plains Energy aided and abetted such alleged breaches of fiduciary duties. In September 2017, the lead plaintiffs moved to amend the class action petition with allegations similar to those made regarding the original merger agreement but focusing on the revised merger. Also in September 2017, a putative class action lawsuit was filed in the United States District Court for the District of Kansas challenging the merger and alleged disclosure violations under sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act). In October 2017, another putative class action lawsuit was filed in the United States District Court for the District of Kansas. This federal class action complaint challenges the merger and alleges violations of sections 14(a) and 20(a) of the Exchange Act. On November 16, 2017, the parties in each of the actions independently agreed to withdraw requests for injunctive relief and otherwise agreed in principle to dismissing the actions with prejudice and to providing releases.
Pending litigation against us and Great Plains Energy may adversely affect the combined company's business, financial condition or results of operations following the merger.
In the future, the parties will prepare and present to the court for approval Stipulations of Settlement that will, if accepted by the court, settle the actions in their entirety.
Following the announcement of the original merger agreement, a putative derivative lawsuit was filed in the District Court of Shawnee County, Kansas against the members of our board of directors, Great Plains Energy and a subsidiary of Great Plains Energy, alleging breaches of various fiduciary duties by members of our board of directors in connection with the original proposed transaction and alleging that Great Plains Energy and a subsidiary of Great Plains Energy aided and abetted such alleged breaches of fiduciary duties. The putative derivative petition was refiled in October 2017. Also following the announcement of the original merger agreement, two putative class action lawsuits (which were consolidated and superseded by a consolidated complaint) were filed in the District Court of Shawnee County, Kansas against Westar Energy, the members of our board of directors and Great Plains Energy, alleging breaches of various fiduciary duties by the members of our board of directors in connection with the proposed merger and alleging that we and Great.Plains Energy aided and abetted such alleged breaches of fiduciary duties. In September 2017, the lead plaintiffs moved to amend the class action petition with allegations similar to those made regarding the original merger agreement but focusing on the revised merger. Also in September 2017, a putative class action lawsuit was filed in the United States District Court for the District of Kansas challenging the merger and alleged disclosure violations under sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act). In October 2017, another putative class action lawsuit was filed in the United States District Court for the District of Kansas. This federal class action complaint challenges the merger and alleges violations of sections 14(a) and 20(a) of the Exchange Act.
The outcome of litigation is inherently uncertain.
On November 16, 2017, the parties in each of the actions independently agreed to withdraw requests for injunctive relief and otherwise agreed in principle to dismissing the actions with prejudice and to providing releases. In the future, the parties will prepare and present to the court for approval Stipulations of Settlement that will, if accepted by the court, settle the actions in their entirety. The outcome of litigation is inherently uncertain. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger closes may adversely affect the combined company's business, financial condition or results of operation. See Note 16 of the Notes to Consolidated Financial Statements, "Legal Proceedings," for additional information.
The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger closes may adversely affect the combined company's business, financial condition or results of operation.
21
See Note 16 of the Notes to Consolidated Financial Statements, "Legal Proceedings," for additional information.
 
21 ITEM lB. UNRESOLVED STAFF COMMENTS None. 22 ITEM 2. PROPERTIES Unit Capability (MW) By Owner (a) Total Generation and Total Renewable Renewable Year Principal Westar Company Purchased Purchased Name Location Unit No. Installed Source Energy KGE Generation Power Power Renewable Generation:
ITEM lB. UNRESOLVED STAFF COMMENTS None.
Cedar Bluff Ness & Trego (a) 2015 Wind ---199 199 Counties, KS Central Plains Wichita County, KS (a) 2009 Wind 99 99 Flat Ridge Barber County, KS (a) 2009 Wind 50 -50 50 100 Hutchinson Community Solar Hutchinson, KS 2017 Solar ---I I Ironwood Ford County, KS (a) 2012 Wind ---168 168 Kay Wind Kay County, OK (a) 2015 Wind ---200 200 Kingman II Kingman County, (a) 2016 Wind ---103 103 KS Meridian Way Cloud County, KS (a) 2008 Wind ---96 96 Ninnescah Pratt County, KS (a) 2016 Wind ---208 208 Post Rock Ellsworth  
22
& Lincoln (a) 2012 Wind 201 201 Counties, KS ---Rolling Meadows Shawnee County, 2010 Landfill 6 6 KS Gas ---Western Plains Ford County, KS (a) 2017 Wind 281 -281 -281 Nuclear: Wolf Creek Generating Burlington, KS I (b) 1985 Uranium -552 552 -552 Station (47%): Coal: Jeffrey Energy Center (92%): St. Marys, KS Steam Turbines 1 (b) 1978 Coal 524 146 670 -670 2 (b) 1980 Coal 526 146 672 -612 3 (b) 1983 Coal 516 143 659 -659 La Cygne Station (50%): La Cygne, KS Steam Turbines I (b) 1973 Coal -368 368 -368 2 (c) 1977 Coal -331 331 -331 Lawrence Energy Center: Lawrence, KS Steam Turbines 4 1960 Coal 111 -111 -111 5 1971 Coal 373 -373 -373 Tecumseh Energy Center: Tecumseh, KS Steam Turbines 7 1957 Coal 66 66 (a) Capability (except for wind generating facilities) represents accredited net generating capacity approved by the SPP. Capability for our wind generating facilities represents the installed design capacity.
 
Due to the intermittent nature of wind generation, these facilities are associated with a total of 23 0 MW of accredited generating capacity. (b) Westar Energy jointly owns State Line (40%) while KGEjointly owns La Cygne unit 1 (50%) and Wolf Creek (47%). We jointly own or lease 92% of JEC. Unit capacity amounts reflect our ownership and leased percentages only. (c) In 1987, KGE entered into a sale-leaseback transaction involving its 50% interest in the La Cygne unit 2. We consolidate the leasing entity as a VIE as discussed in Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities." 23 Unit Capability (MW) By Owner (a) Total Generation and Total Renewable Renewable Year Principal Westar Company Purchased Purchased Name Location Unit No. Installed Source Energy KGE Generation Power Power Gas and Diesel: Emporia Energy Center: Emporia,KS Combustion Turbines 1 2008 Gas 45 45 2 2008 Gas 44 44 3 2008 Gas 43 43 4 2008 Gas 44 44 5 2008 Gas 158 -158 -158 6 2009 Gas 155 -155 -155 7 2009 Gas 157 -157 -157 Gordon Evans Energy Center: Colwich,KS Steam Turbines 1 1961 Gas -154 154 -154 2 1967 Gas -376 376 -376 Combustion Turbines 1 2000 Gas 73 73 2 2000 Gas 72 72 3 2001 Gas 149 -149 -149 Hutchinson Energy Center: Hutchinson, KS Combustion Turbines I 1974 Gas 54 54 2 1974 Gas 56 56 3 1974 Gas 55 55 4 1975 Diesel 70 70 Murray Gill Energy Center: Wichita, KS Steam Turbines 3 1956 Gas -104 104 -104 4 1959 Gas -92 92 -92 Spring Creek Energy Center: Edmond,OK Combustion Turbines 1 2001 Gas 69 69 2 2001 Gas 69 69 3 2001 Gas 67 67 4 2001 Gas 68 68 State Line (40%): Joplin, MO Combined Cycle 2-1 (b) 2001 Gas 62 62 2-2 (b) 2001 Gas 63 63 2-3 (b) 2001 Gas 71 71 Total 4,190 2,412 6,602 1,232 7,834 (a) Capability (except for wind generating facilities) represents accredited net generating capacity approved by the SPP. Capability for our wind generating facilities represents the installed design capacity.
ITEM 2. PROPERTIES Unit Capability (MW) By Owner (a)
Due to the intermittent nature of wind generation, these facilities are associated with a total of230 MW of accredited generating capacity. (b) Westar Energy jointly owns State Line (40%) while KGEjointly owns La Cygne unit 1 (50%) and Wolf Creek (47%). We jointly own or lease 92% of JEC. Unit capacity amounts reflect our ownership and leased percentages only. 24 We own and have in service approximately 6,400 miles of transmission lines, approximately 24,200 miles of overhead distribution lines and approximately 5,100 miles of underground distribution lines. Substantially all of our utility properties are encumbered by first priority mortgages pursuant to which bonds have been issued and are outstanding.
Total Generation and Total     Renewable   Renewable Year   Principal Westar         Company Purchased       Purchased Name                                     Location       Unit No. Installed Source Energy KGE       Generation     Power       Power Renewable Generation:
Ness & Trego           (a)                     -     -         -           199           199 Cedar Bluff                                                        2015      Wind Counties, KS Central Plains                   Wichita County, KS         (a)   2009     Wind     99   -          99        -              99 Flat Ridge                         Barber County, KS         (a)   2009     Wind     50   -         50         50           100 Hutchinson Community Solar         Hutchinson, KS                 2017     Solar   -     -         -           I             I Ironwood                           Ford County, KS         (a)   2012     Wind     -     -         -           168           168 Kay Wind                           Kay County, OK           (a)   2015     Wind     -     -         -           200         200 Kingman County,           (a)                       -     -                     103           103 Kingman II                                                        2016      Wind                      -
KS Meridian Way                       Cloud County, KS         (a)   2008     Wind     -     -         -           96           96 Ninnescah                           Pratt County, KS         (a)   2016     Wind     -     -         -           208         208 Ellsworth & Lincoln       (a)             Wind     -      -          -          201         201 Post Rock                                                          2012 Counties, KS Shawnee County,                       Landfill                   -
Rolling Meadows                                                    2010              -      -                      6           6 KS                                 Gas Western Plains                     Ford County, KS         (a)   2017     Wind     281   -         281         -           281 Nuclear:
Wolf Creek Generating               Burlington, KS     I   (b)   1985   Uranium   -     552       552         -           552 Station (47%):
Coal:
Jeffrey Energy Center (92%):         St. Marys, KS Steam Turbines                                     1   (b)   1978     Coal     524   146       670         -             670 2   (b)   1980     Coal     526   146       672         -           612 3   (b)   1983     Coal     516   143       659         -           659 La Cygne Station (50%):             La Cygne, KS Steam Turbines                                     I   (b)   1973     Coal     -     368       368         -           368 2   (c)   1977     Coal     -     331       331         -           331 Lawrence Energy Center:             Lawrence, KS Steam Turbines                                     4         1960     Coal     111   -         111         -             111 5         1971     Coal     373   -         373         -           373 Tecumseh Energy Center:             Tecumseh, KS Steam Turbines                                     7         1957     Coal     66    -          66         -            66 (a) Capability (except for wind generating facilities) represents accredited net generating capacity approved by the SPP. Capability for our wind generating facilities represents the installed design capacity. Due to the intermittent nature of wind generation, these facilities are associated with a total of 23 0 MW of accredited generating capacity.
(b) Westar Energy jointly owns State Line (40%) while KGEjointly owns La Cygne unit 1 (50%) and Wolf Creek (47%). We jointly own or lease 92% of JEC. Unit capacity amounts reflect our ownership and leased percentages only.
(c) In 1987, KGE entered into a sale-leaseback transaction involving its 50% interest in the La Cygne unit 2. We consolidate the leasing entity as a VIE as discussed in Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities."
23
 
Unit Capability (MW) By Owner (a)
Total Generation and Total     Renewable   Renewable Year   Principal Westar           Company Purchased       Purchased Name                                   Location       Unit No. Installed Source Energy KGE Generation             Power       Power Gas and Diesel:
Emporia Energy Center:               Emporia,KS Combustion Turbines                               1         2008       Gas     45      -        45           -            45 2         2008       Gas     44     -          44          -            44 3         2008       Gas     43     -        43          -            43 4         2008       Gas     44     -          44          -            44 5         2008       Gas     158     -         158         -           158 6         2009       Gas     155     -         155         -           155 7         2009       Gas     157     -         157         -           157 Gordon Evans Energy Center:         Colwich,KS Steam Turbines                                   1         1961     Gas     -       154       154         -           154 2         1967     Gas     -       376       376         -           376 Combustion Turbines                               1         2000     Gas       73     -          73          -            73 2         2000     Gas       72    -          72         -            72 3         2001       Gas     149     -         149         -           149 Hutchinson Energy Center:           Hutchinson, KS Combustion Turbines                               I         1974     Gas       54    -          54         -            54 2         1974     Gas       56     -          56          -            56 3         1974     Gas       55     -          55          -            55 4         1975   Diesel     70    -          70         -            70 Murray Gill Energy Center:           Wichita, KS Steam Turbines                                   3         1956     Gas     -       104       104         -           104 4         1959     Gas     -       92       92         -             92 Spring Creek Energy Center:         Edmond,OK Combustion Turbines                               1         2001     Gas       69     -          69          -            69 2         2001     Gas       69    -          69         -            69 3         2001     Gas       67     -          67          -            67 4         2001     Gas       68     -          68          -            68 State Line (40%):                     Joplin, MO Combined Cycle                                   2-1 (b)     2001     Gas       62     -          62          -            62 2-2 (b)     2001     Gas       63     -          63          -            63 2-3 (b)   2001       Gas       71    -          71         -            71 Total                                                                               4,190 2,412       6,602       1,232       7,834 (a) Capability (except for wind generating facilities) represents accredited net generating capacity approved by the SPP. Capability for our wind generating facilities represents the installed design capacity. Due to the intermittent nature of wind generation, these facilities are associated with a total of230 MW of accredited generating capacity.
(b) Westar Energy jointly owns State Line (40%) while KGEjointly owns La Cygne unit 1 (50%) and Wolf Creek (47%). We jointly own or lease 92% of JEC. Unit capacity amounts reflect our ownership and leased percentages only.
24
 
We own and have in service approximately 6,400 miles of transmission lines, approximately 24,200 miles of overhead distribution lines and approximately 5,100 miles of underground distribution lines.
Substantially all of our utility properties are encumbered by first priority mortgages pursuant to which bonds have been issued and are outstanding.
ITEM 3. LEGAL PROCEEDINGS Information on legal proceedings is set forth in Notes 4, 14 and 16 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation," "Commitments and Contingencies" and "Legal Proceedings," respectively, which are incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS Information on legal proceedings is set forth in Notes 4, 14 and 16 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation," "Commitments and Contingencies" and "Legal Proceedings," respectively, which are incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.
25 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS STOCK TRADING Westar Energy's common stock is listed on the New York Stock Exchange and traded under the ticker symbol WR. As of February 14, 2018, Westar Energy had 14,955 common shareholders ofrecord.
25
For information regarding quarterly common stock price ranges for 2017 and 2016, see Note 20 of the Notes to Consolidated Financial Statements, "Quarterly Results (Unaudited)." STOCK PERFORMANCE GRAPH The following graph compares the performance of Westar Energy's common stock during the period that began on December 31, 2012, and ended on December 31, 2017, to the performance of the Standard &Poor's 500 Index (S&P 500) and the Standard & Poor's Electric Utility Index (S&P Electric Utilities).
 
The graph assumes a $100 investment in Westar Energy's common stock and in each of the indices at the beginning of the period and a reinvestment of dividends paid on such investments throughout the period. $250 $200 CUMULATIVE TOTAL RETURN Based on an initial investment of $100 on December 31, 2012 with dividends reinvested  
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS STOCK TRADING Westar Energy's common stock is listed on the New York Stock Exchange and traded under the ticker symbol WR. As of February 14, 2018, Westar Energy had 14,955 common shareholders ofrecord. For information regarding quarterly common stock price ranges for 2017 and 2016, see Note 20 of the Notes to Consolidated Financial Statements, "Quarterly Results (Unaudited)."
,,,, **************
STOCK PERFORMANCE GRAPH The following graph compares the performance of Westar Energy's common stock during the period that began on December 31, 2012, and ended on December 31, 2017, to the performance of the Standard &Poor's 500 Index (S&P 500) and the Standard & Poor's Electric Utility Index (S&P Electric Utilities). The graph assumes a $100 investment in Westar Energy's common stock and in each of the indices at the beginning of the period and a reinvestment of dividends paid on such investments throughout the period.
,,,, **************
CUMULATIVE TOTAL RETURN Based on an initial investment of $100 on December 31, 2012 with dividends reinvested
--***** .,, ....................  
    $250
....-************************************************-**=**';:  
    $200
.. :.. .............  
    $150
-** $150 $100 Dec 2012 Dec 2013 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Westar Energy, Inc. -S&P©500 .............
                              .,, ........................-************************************************-**=**';:..:...............-**
S&P© Electric Utilities Dec 2012 Dec2013 Dec 2014
    $100 Dec 2012             Dec 2013                         Dec 2014                         Dec 2015                       Dec 2016                               Dec 2017 Westar Energy, Inc.                       -     S&P©500                               ............. S&P© Electric Utilities Dec 2012                   Dec2013                 Dec 2014
* Dec 2015 Dec 2016 Dec 2017 Westar Energy, Inc. $100 $117 $156 $167 $229 $221 S&P©500 $100 $132 $150 $153 $171 $208 S&P© Electric Utilities  
* Dec 2015               Dec 2016                       Dec 2017 Westar Energy, Inc.               $100                       $117                   $156                     $167                   $229                           $221 S&P©500                           $100                       $132                   $150                   $153                     $171                           $208 S&P© Electric Utilities           $100                       $113                   $146                   $139                     $162                           $181 26
$100 $113 $146 $139 $162 $181 26 DIVIDENDS Holders of Westar Energy's common stock are entitled to dividends when and as declared by Westar Energy's board of directors.
 
Quarterly dividends on common stock have historically been paid on or about the first business day of January, April, July and October to shareholders ofrecord as of or about the ninth day of the preceding month. Westar Energy's board of directors reviews the common stock dividend policy from time to time. Among the factors the board of directors considers in determining Westar Energy's dividend policy are earnings, cash flows, capitalization ratios, regulation, competition and financial loan covenants.
DIVIDENDS Holders of Westar Energy's common stock are entitled to dividends when and as declared by Westar Energy's board of directors.
In 2017, Westar Energy's board of directors declared four quarterly dividends of $0.40 per share, reflecting an annual dividend of$1.60 per share, compared to four quarterly dividends of$0.38 per share in 2016, reflecting an annual dividend of $1.52 per share. On February 21, 2018, Westar Energy's board of directors declared a quarterly dividend of $0.40 per share payable to shareholders on April 2, 2018. The indicated annual dividend rate is $1.60 per share. The merger agreement includes certain restrictions and limitations on our ability to declare dividend payments.
Quarterly dividends on common stock have historically been paid on or about the first business day of January, April, July and October to shareholders ofrecord as of or about the ninth day of the preceding month. Westar Energy's board of directors reviews the common stock dividend policy from time to time. Among the factors the board of directors considers in determining Westar Energy's dividend policy are earnings, cash flows, capitalization ratios, regulation, competition and financial loan covenants. In 2017, Westar Energy's board of directors declared four quarterly dividends of $0.40 per share, reflecting an annual dividend of$1.60 per share, compared to four quarterly dividends of$0.38 per share in 2016, reflecting an annual dividend of $1.52 per share. On February 21, 2018, Westar Energy's board of directors declared a quarterly dividend of
The merger agreement, without prior approval of Great Plains Energy, limits our quarterly dividends declared to $0.40 per share. 27 ITEM6. SELECTED FINANCIAL DATA Year Ended December 31, 2017 2016 2015 2014 2013 (In Thousands)
$0.40 per share payable to shareholders on April 2, 2018. The indicated annual dividend rate is $1.60 per share.
Income Statement Data: Total revenues .....................................................
The merger agreement includes certain restrictions and limitations on our ability to declare dividend payments. The merger agreement, without prior approval of Great Plains Energy, limits our quarterly dividends declared to $0.40 per share.
$ 2,571,003
27
$ 2,562,087
$ 2,459,164
$ 2,601,703
$ 2,370,654 Net income .........................................................
336,552 361,200 301,796 322,325 300,863 Net income attributable to Westar Energy, Inc ... 323,920 346,577 291,929 313,259 292,520 As of December 31, 2017 2016 2015 2014 2013 (In Thousands)
Balance Sheet Data: Total assets .........................................................
$ 11,624,368
$ 11,487,074
$ 10,705,666
$ 10,288,906
$ 9,530,903 Long-term obligations (a) ...................................
3,846,191 3,699,328 3,379,219 3,433,320 3,466,984 Year Ended December 3 1, 2017 2016 2015 2014 2013 Common Stock Data: Basic earnings per share available for common $ 2.40 $ 2.29 stock. .............................................................
$ 2.27 $ 2.43 $ 2.11 Diluted earnings per share available for 2.35 2.27 common stock. ..............................................
2.27 2.43 2.09 Dividends declared per share .............................
1.60 1.52 1.44 1.40 1.36 Book value per share ..........................................
27.50 26.84 25.87 25.02 23.88 Average equivalent common shares outstanding (in thousands) (b) ( c) ................
142,464 142,068 137,958 130,015 127,463 (a) Includes long-term debt, net, current maturities of long-term debt, capital leases, long-term debt ofVIEs, net and current maturities of long-term debt ofVIEs. See Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities," for additional information regarding VIEs. (b) In 2015, Westar Energy issued and sold approximately


===9.7 million===
ITEM6. SELECTED FINANCIAL DATA Year Ended December 31, 2017            2016              2015          2014        2013 (In Thousands)
shares of common stock realizing proceeds of $258.0 million. (c) In 2014, Westar Energy issued and sold approximately  
Income Statement Data:
Total revenues ..................................................... $      2,571,003    $  2,562,087    $    2,459,164  $  2,601,703 $ 2,370,654 Net income .........................................................          336,552        361,200          301,796        322,325    300,863 Net income attributable to Westar Energy, Inc ...                            323,920        346,577          291,929        313,259    292,520 As of December 31, 2017            2016              2015          2014        2013 (In Thousands)
Balance Sheet Data:
Total assets ......................................................... $  11,624,368    $ 11,487,074    $  10,705,666  $ 10,288,906 $ 9,530,903 Long-term obligations (a) ...................................              3,846,191      3,699,328        3,379,219      3,433,320  3,466,984 Year Ended December 3 1, 2017            2016              2015          2014        2013 Common Stock Data:
Basic earnings per share available for common stock. ............................................................. $      2.27    $      2.43    $        2.11  $      2.40 $      2.29 Diluted earnings per share available for common stock. ..............................................                2.27            2.43              2.09          2.35        2.27 Dividends declared per share .............................                        1.60            1.52            1.44          1.40        1.36 Book value per share ..........................................                27.50          26.84            25.87          25.02      23.88 Average equivalent common shares outstanding (in thousands) (b) (c) ................                      142,464        142,068          137,958        130,015    127,463 (a) Includes long-term debt, net, current maturities of long-term debt, capital leases, long-term debt ofVIEs, net and current maturities of long-term debt ofVIEs. See Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities," for additional information regarding VIEs.
(b) In 2015, Westar Energy issued and sold approximately 9.7 million shares of common stock realizing proceeds of $258.0 million.
(c) In 2014, Westar Energy issued and sold approximately 3.4 million shares ofcommon stock realizing proceeds of$87.7 million.
28


===3.4 million===
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain matters discussed in Management's Discussion and Analysis are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability.
shares ofcommon stock realizing proceeds of$87.7 million. 28 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain matters discussed in Management's Discussion and Analysis are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability.
Forward-looking statements may include words like we "believe," "anticipate," "target," "expect," "estimate," "intend" and words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. See "Forward-Looking Statements" above for additional information.
Forward-looking statements may include words like we "believe," "anticipate," "target," "expect," "estimate," "intend" and words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. See "Forward-Looking Statements" above for additional information.
EXECUTIVE  
EXECUTIVE  


==SUMMARY==
==SUMMARY==
Description of Business We are the largest electric utility in Kansas. We produce, transmit and sell electricity at retail to approximately 708,000 customers in Kansas under the regulation of the KCC. We also supply electric energy at wholesale to municipalities and electric cooperatives in Kansas under the regulation ofFERC. We have contracts for the sale or purchase of wholesale electricity with other utilities.
Description of Business We are the largest electric utility in Kansas. We produce, transmit and sell electricity at retail to approximately 708,000 customers in Kansas under the regulation of the KCC. We also supply electric energy at wholesale to municipalities and electric cooperatives in Kansas under the regulation ofFERC. We have contracts for the sale or purchase of wholesale electricity with other utilities.
Tax Cuts and Jobs Act The TCJA, which was signed into law in December 2017, significantly reforms the IRC and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, reducing the federal corporate income tax rate from 35% to 21 %, limiting the deduction for net operating losses, eliminating net operating loss carrybacks and eliminating our use of bonus depreciation on new capital investments.
Tax Cuts and Jobs Act The TCJA, which was signed into law in December 2017, significantly reforms the IRC and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, reducing the federal corporate income tax rate from 35% to 21 %, limiting the deduction for net operating losses, eliminating net operating loss carrybacks and eliminating our use of bonus depreciation on new capital investments.
We were required to remeasure deferred income tax assets and liabilities at the lower 21 % corporate tax rate as of the date the TCJA was signed into law. As a result, we decreased net deferred income tax liabilities by approximately  
We were required to remeasure deferred income tax assets and liabilities at the lower 21 % corporate tax rate as of the date the TCJA was signed into law. As a result, we decreased net deferred income tax liabilities by approximately $1.0 billion and made corresponding adjustments to regulatory assets and regulatory liabilities. Nearly all of the benefit of the lower corporate tax rate will lower prices for our customers over a period generally corresponding to the life of our plant assets. In addition, in 2017 we decreased non-regulated net deferred income tax assets by approximately $12.2 million and correspondingly recorded an increase in income tax expense, which increased our effective tax rate by 2.5%.
$1.0 billion and made corresponding adjustments to regulatory assets and regulatory liabilities.
Changes to income tax expense that are included in our prices occur through either rate review, by updating prices through formulas for transmission and wholesale prices or other regulatory action. We expect that future price changes for providing retail and wholesale electricity and transmission service will retroactively apply the lower 2018 income tax expense.
Nearly all of the benefit of the lower corporate tax rate will lower prices for our customers over a period generally corresponding to the life of our plant assets. In addition, in 2017 we decreased non-regulated net deferred income tax assets by approximately  
Due to the nature of the regulatory process, and the inherent delay in our ability to adjust our prices, we may collect revenue in 2017 that is reflective of the higher corporate tax rate in effect prior to the passage of the TCJA. Therefore, we will reflect the expectation of retroactive application of lower prices in 2018 revenues and, correspondingly, we will accrue a regulatory liability representing our obligation to return these amounts to customers once the new prices are approved or otherwise take effect. We estimate that the lower prices will result in approximately $85.0 million less per year in revenues and a corresponding decrease in income tax expense. Further, we expect approximately $85.0 million less in cash receipts from customers due to less income tax included in our prices, which may require us to raise additional debt.
$12.2 million and correspondingly recorded an increase in income tax expense, which increased our effective tax rate by 2.5%. Changes to income tax expense that are included in our prices occur through either rate review, by updating prices through formulas for transmission and wholesale prices or other regulatory action. We expect that future price changes for providing retail and wholesale electricity and transmission service will retroactively apply the lower 2018 income tax expense. Due to the nature of the regulatory process, and the inherent delay in our ability to adjust our prices, we may collect revenue in 2017 that is reflective of the higher corporate tax rate in effect prior to the passage of the TCJA. Therefore, we will reflect the expectation of retroactive application of lower prices in 2018 revenues and, correspondingly, we will accrue a regulatory liability representing our obligation to return these amounts to customers once the new prices are approved or otherwise take effect. We estimate that the lower prices will result in approximately  
Proposed Merger with Great Plains Energy On May 29, 2016, we entered into an agreement and plan of merger with Great Plains Energy that provided for the acquisition of Westar Energy by Great Plains Energy. On April 19, 2017, the KCC rejected the prior transaction.
$85.0 million less per year in revenues and a corresponding decrease in income tax expense. Further, we expect approximately  
29
$85.0 million less in cash receipts from customers due to less income tax included in our prices, which may require us to raise additional debt. Proposed Merger with Great Plains Energy On May 29, 2016, we entered into an agreement and plan of merger with Great Plains Energy that provided for the acquisition of Westar Energy by Great Plains Energy. On April 19, 2017, the KCC rejected the prior transaction.
 
29 On July 9, 2017, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies.
On July 9, 2017, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. Upon closing, each issued and outstanding share of our common stock will be converted into one share of common stock of a new holding company with a final name still to be determined.
Upon closing, each issued and outstanding share of our common stock will be converted into one share of common stock of a new holding company with a final name still to be determined.
Upon closing, each issued and outstanding share of Great Plains Energy common stock will be converted into 0.5981 shares of common stock of the new holding company. Following completion of the merger, our shareholders are expected to own approximately 52.5% of the new holding company and Great Plains Energy's shareholders are expected to own approximately 47.5% of the new holding company. Our shareholders and Great Plains Energy's shareholders approved their respective merger-related proposals on November 21, 2017. We currently expect to close the transaction in the first half of 2018. For more information, see Notes 3, 14 and 16 of the Notes to Consolidated Financial Statements, "Pending Merger," "Commitments and Contingencies" and "Legal Proceedings," respectively, and Item "lA. Risk Factors."
Upon closing, each issued and outstanding share of Great Plains Energy common stock will be converted into 0.5981 shares of common stock of the new holding company. Following completion of the merger, our shareholders are expected to own approximately 52.5% of the new holding company and Great Plains Energy's shareholders are expected to own approximately 47.5% of the new holding company. Our shareholders and Great Plains Energy's shareholders approved their respective merger-related proposals on November 21, 2017. We currently expect to close the transaction in the first half of 2018. For more information, see Notes 3, 14 and 16 of the Notes to Consolidated Financial Statements, "Pending Merger," "Commitments and Contingencies" and "Legal Proceedings," respectively, and Item "lA. Risk Factors." In July 2017, we announced that we intend to retire unit 7 at Tecumseh Energy Center, units 3 and 4 at Murray Gill Energy Center, and units 1 and 2 at Gordon Evans Energy Center in 2018, subject to the completion of the merger. The decision was based in part on lower demand for energy from the plants. The depreciable lives of the assets have been, and continue to be, based upon us operating as a stand-alone entity. Retiring these units or any other assets identified as part of integration planning could result in the retirement of assets prior to the end of their estimated useful lives or recording a loss on obsolete inventory.
In July 2017, we announced that we intend to retire unit 7 at Tecumseh Energy Center, units 3 and 4 at Murray Gill Energy Center, and units 1 and 2 at Gordon Evans Energy Center in 2018, subject to the completion of the merger. The decision was based in part on lower demand for energy from the plants. The depreciable lives of the assets have been, and continue to be, based upon us operating as a stand-alone entity. Retiring these units or any other assets identified as part of integration planning could result in the retirement of assets prior to the end of their estimated useful lives or recording a loss on obsolete inventory.
Earnings Per Share Fallowing is a summary of our net income and basic earnings per share (EPS) for the years ended December 31, 2017 and 2016. Year Ended December 31, 2017 2016 Change (Dollars in Thousands, Except Per Share Amounts) Net income attributable to Westar Energy, Inc... $ 323,920 $ 346,577 $ (22,657) Earnings per common share, basic.....................
Earnings Per Share Fallowing is a summary of our net income and basic earnings per share (EPS) for the years ended December 31, 2017 and 2016.
2.27 2.43 (0.16) Net income attributed to Westar Energy, Inc. and basic EPS for the year ended December 31, 2017, as compared to the year ended December 31, 2016, decreased due primarily to lower retail sales attributable to milder weather and recording less in corporate-owned life insurance (COLI) benefits.
Year Ended December 31, 2017             2016             Change (Dollars in Thousands, Except Per Share Amounts)
Partially offsetting these decreases were lower income tax expense due to lower income before income taxes. Key Factors Affecting Our Performance The principal business, economic and other factors that affect our operations and financial performance include:
Net income attributable to Westar Energy, Inc...     $       323,920   $     346,577   $         (22,657)
Earnings per common share, basic.....................             2.27             2.43               (0.16)
Net income attributed to Westar Energy, Inc. and basic EPS for the year ended December 31, 2017, as compared to the year ended December 31, 2016, decreased due primarily to lower retail sales attributable to milder weather and recording less in corporate-owned life insurance (COLI) benefits. Partially offsetting these decreases were lower income tax expense due to lower income before income taxes.
Key Factors Affecting Our Performance The principal business, economic and other factors that affect our operations and financial performance include:
* weather conditions; the economy; customer conservation efforts;
* weather conditions; the economy; customer conservation efforts;
* the performance, operation and maintenance of our electric generating facilities and network;
* the performance, operation and maintenance of our electric generating facilities and network;
* conditions in the fuel, wholesale electricity and energy markets; rate and other regulations and costs of addressing public policy initiatives including environmental laws and regulations;
* conditions in the fuel, wholesale electricity and energy markets; rate and other regulations and costs of addressing public policy initiatives including environmental laws and regulations;
* the availability of and our access to liquidity and capital resources; and capital market conditions.
* the availability of and our access to liquidity and capital resources; and capital market conditions.
30 Strategy We expect to continue operating as a vertically integrated, regulated electric utility. Significant elements of our strategy include maintaining a flexible, clean and diverse energy supply portfolio.
30
In doing so, we continue to expand renewable generation, build and upgrade our energy infrastructure and develop systems and programs with regard to how our customers use energy and interact with us. In addition, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies.
 
The closing of the merger is subject to customary closing conditions, including receipt ofregulatory approvals.
Strategy We expect to continue operating as a vertically integrated, regulated electric utility. Significant elements of our strategy include maintaining a flexible, clean and diverse energy supply portfolio. In doing so, we continue to expand renewable generation, build and upgrade our energy infrastructure and develop systems and programs with regard to how our customers use energy and interact with us. In addition, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. The closing of the merger is subject to customary closing conditions, including receipt ofregulatory
See "Item IA. Risk Factors"
* a $5.8 million decrease in nuclear operating and maintenance costs due primarily to receiving a legal settlement for Wolf Creek; and
* a $5.8 million decrease in nuclear operating and maintenance costs due primarily to receiving a legal settlement for Wolf Creek; and
* lower operating and maintenance costs at our coal fired plants of $4.9 million, due primarily to a planned outage at JEC in 2016; however; partially offsetting these decreases was an $8.8 million increase in operating and maintenance costs due to the start of operation of our Western Plains Wind Farm in March 2017. Year Ended December 31, 2017 2016 Change % Change (Dollars in Thousands)
* lower operating and maintenance costs at our coal fired plants of $4.9 million, due primarily to a planned outage at JEC in 2016; however; partially offsetting these decreases was an $8.8 million increase in operating and maintenance costs due to the start of operation of our Western Plains Wind Farm in March 2017.
Depreciation and amortization expense...............  
Year Ended December 31, 2017           2016           Change         % Change (Dollars in Thousands)
$ 371,747 $ 338,519 $ 33,228 Depreciation and amortization expense increased due primarily to the start of Western Plains Wind Farm in March 2017. 39 9.8 Year Ended December 31, 2017 2016 Change % Change (Dollars in Thousands)
Depreciation and amortization expense............... $                       371,747   $     338,519 $         33,228             9.8 Depreciation and amortization expense increased due primarily to the start of Western Plains Wind Farm in March 2017.
Selling, general and administrative expense . .. .. .. $ 249,567 $ 261,451 $ (11,884) (4.5) Selling, general and administrative expense decreased due primarily to:
39
 
Year Ended December 31, 2017         2016           Change     % Change (Dollars in Thousands)
Selling, general and administrative expense ... .. .. $                               249,567 $   261,451 $       (11,884)       (4.5)
Selling, general and administrative expense decreased due primarily to:
* our having recorded $7.1 million less for employee compensation that is at-risk to employees and payable only upon meeting pre-established operating and financial objectives; and
* our having recorded $7.1 million less for employee compensation that is at-risk to employees and payable only upon meeting pre-established operating and financial objectives; and
* a decrease in the allowance for uncollectible accounts of$1.4 million; and
* a decrease in the allowance for uncollectible accounts of$1.4 million; and
* a decrease of $1.2 million in meter reading expenses due primarily to implementing the use of smart meters. Year Ended December 31, 2017 2016 Change % Change (Dollars in Thousands)
* a decrease of $1.2 million in meter reading expenses due primarily to implementing the use of smart meters.
Taxes other than income tax................................  
Year Ended December 31, 2017         2016           Change     % Change (Dollars in Thousands)
$ 167,630 $ 191,662 $ (24,032) (12.5) Taxes other than income tax decreased due primarily to a $24.2 million decrease in property tax expense. This decrease was due to a decrease in amortization of the regulatory asset comprised of actual costs incurred for property taxes in the prior year in excess of amounts collected in our prices in the prior year. This decrease is mostly offset in retail revenues.
Taxes other than income tax................................ $                         167,630 $   191,662 $       (24,032)     (12.5)
Year Ended December 31, 2017 2016 Change % Change (Dollars in Thousands)
Taxes other than income tax decreased due primarily to a $24.2 million decrease in property tax expense. This decrease was due to a decrease in amortization of the regulatory asset comprised of actual costs incurred for property taxes in the prior year in excess of amounts collected in our prices in the prior year. This decrease is mostly offset in retail revenues.
Other income ..... .. ...... .. .. ....... .. .. .. .. .. .. ....... ...... ...... $ 8,351 $ 34,582 $ (26,231) (75.9) Other income decreased due to our having recorded $19.5 million less in COLI benefits and a decrease in equity AFUDC of$9.6 million. Partially offsetting these decreases was an increase of$3.5 million related to the deconsolidation of the trust holding our 8% interest in JEC. Year Ended December 31, 2017 2016 Change % Change (Dollars in Thousands)
Year Ended December 31, 2017         2016           Change     % Change (Dollars in Thousands)
Interest expense . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 171,001 $ 161,726 $ 9,275 5.7 Interest expense increased due primarily to an increase in interest expense on long-term debt of $4.9 million as a result of the issuance of first mortgage bonds (FMBs) in excess ofretirements and a $4.4 million decrease in debtAFUDC.
Other income ..... .. ...... .. .. ....... .. .. .. .. .. .. ....... ...... ...... $     8,351 $     34,582 $       (26,231)     (75.9)
40 Year Ended December 31, 2017 2016 Change % Change (Dollars in Thousands)
Other income decreased due to our having recorded $19.5 million less in COLI benefits and a decrease in equity AFUDC of$9.6 million. Partially offsetting these decreases was an increase of$3.5 million related to the deconsolidation of the trust holding our 8% interest in JEC.
Income tax expense ... ... .. . .. ... .... ........ ... ................  
Year Ended December 31, 2017         2016           Change     % Change (Dollars in Thousands)
$ 151,155 $ 184,540 $ (33,385) (18.1) Income tax expense decreased due primarily to: an increase of $24.0 million in production tax credits, largely from placing the Western Plains Wind Farm in service; and a reduction in income tax expense of $22.9 million from lower income before income taxes; however,
Interest expense ........... ........................................ $               171,001 $   161,726 $         9,275         5.7 Interest expense increased due primarily to an increase in interest expense on long-term debt of $4.9 million as a result of the issuance of first mortgage bonds (FMBs) in excess ofretirements and a $4.4 million decrease in debtAFUDC.
* partially offsetting these decreases was an increase of approximately  
40
$12.2 million in income tax due to expensing excess net deferred income tax assets associated with the TCJA. 41 2016 Compared to 2015 Below we discuss our operating results for the year ended December 31, 2016, compared to the results for the year ended December 31, 2015. Significant changes in results of operations shown in the table immediately below are further explained in the descriptions that follow. Year Ended December 31, 2016 2015 Change % Change (Dollars In Thousands, Except Per Share Amounts) REVENUES:
 
Residential  
Year Ended December 31, 2017       2016           Change     % Change (Dollars in Thousands)
..........................................................................................  
Income tax expense ... ... .. ... ... .... ........ ... ................ $ 151,155 $   184,540 $       (33,385)     (18.1)
$ 838,998 $ 768,618 $ 70,380 9.2 C01nmercial  
Income tax expense decreased due primarily to:
.........................................................................................
an increase of $24.0 million in production tax credits, largely from placing the Western Plains Wind Farm in service; and a reduction in income tax expense of $22.9 million from lower income before income taxes; however,
741,066 712,400 28,666 4.0 Industrial  
* partially offsetting these decreases was an increase of approximately $12.2 million in income tax due to expensing excess net deferred income tax assets associated with the TCJA.
.............................................................................................
41
413,298 400,687 12,611 3.1 Other retail ..........................................................................................  
 
(15,013) (17,155) 2,142 12.5 Total Retail Revenues .................................................................
2016 Compared to 2015 Below we discuss our operating results for the year ended December 31, 2016, compared to the results for the year ended December 31, 2015. Significant changes in results of operations shown in the table immediately below are further explained in the descriptions that follow.
1,978,349 1,864,550 113,799 6.1 Wholesale  
Year Ended December 31, 2016             2015           Change       % Change (Dollars In Thousands, Except Per Share Amounts)
............................................................................................
REVENUES:
304,871 318,371 (13,500) (4.2) Transmission  
Residential .......................................................................................... $   838,998   $       768,618 $       70,380       9.2 C01nmercial .........................................................................................       741,066           712,400           28,666       4.0 Industrial ............................................................................................. 413,298           400,687           12,611       3.1 Other retail ..........................................................................................     (15,013)         (17,155)           2,142       12.5 Total Retail Revenues .................................................................             1,978,349         1,864,550         113,799         6.1 Wholesale ............................................................................................     304,871           318,371         (13,500)     (4.2)
.......................................................................................
Transmission .......................................................................................       253,713           241,835           11,878       4.9 Other ................................................................................................... 25,154           34,408           (9,254)     (26.9)
253,713 241,835 11,878 4.9 Other ...................................................................................................
Total Revenues ............................................................................         2,562,087         2,459,164         102,923         4.2 OPERATING EXPENSES:
25,154 34,408 (9,254) (26.9) Total Revenues ............................................................................
Fuel and purchased power ..................................................................                 509,496           561,065         (51,569)     (9.2)
2,562,087 2,459,164 102,923 4.2 OPERATING EXPENSES:
SPP network transmission costs..........................................................                   232,763           229,043           3,720       1.6 Operating and maintenance ................................................................                 346,313           330,289           16,024       4.9 Depreciation and amortization ............................................................                 338,519           310,591           27,928       9.0 Selling, general and administrative .....................................................                   261,451           250,278           11,173       4.5 Taxes other than income tax ...............................................................                 191,662           156,901           34,761       22.2 Total Operating Expenses ...........................................................               1,880,204         1,838,167           42,037       2.3 INCOME FROM OPERATIONS ...............................................................                           681,883           620,997           60,886       9.8 OTHER INCOME (EXPENSE):
Fuel and purchased power ..................................................................
Investment earnings ............................................................................               9,013             7,799           1,214       15.6 Other income .......................................................................................         34,582           19,438           15,144       77.9 Other expense .....................................................................................         (18,012)         (17,636)           (376)     (2.1)
509,496 561,065 (51,569) (9.2) SPP network transmission costs ..........................................................
Total Other Income .....................................................................               25,583             9,601           15,982     166.5 Interest expense ........................................................................................... 161,726           176,802         (15,076)     (8.5)
232,763 229,043 3,720 1.6 Operating and maintenance  
INCOME BEFORE INCOME TAXES ......................................................                               545,740           453,796           91,944       20.3 Income tax expense .....................................................................................         184,540           152,000           32,540       21.4 NET INCOME ............................................................................................         361,200           301,796           59,404       19.7 Less: Net income attributable to noncontrolling interests ..........................                               14,623             9,867           4,756       48.2 NET INCOME ATTRIBUTABLE TO WESTAR ENERGY. INC ............. $                                                   346,577   $       291,929 $       54,648       18.7 BASIC EARNINGS PER AVERA GE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $                                                               2.43   $         2.11 $         0.32       15.2 DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $                                                               2.43   $         2.09 $         0.34       16.3 Rate Review Agreement In September 2015, the KCC issued an order in our state general rate review allowing us to adjust our prices to include, among other things, additional investment in La Cygne environmental upgrades and investment to extend the life of Wolf Creek. The new prices were effective late October 2015 and are expected to increase our annual retail revenues by approximately $78.3 million.
................................................................
42
346,313 330,289 16,024 4.9 Depreciation and amortization  
 
............................................................
Gross Margin The following table summarizes our gross margin for the years ended December 31, 2016 and 2015.
338,519 310,591 27,928 9.0 Selling, general and administrative  
Year Ended December 31, 2016             2015           Change       % Change (Dollars In Thousands)
.....................................................
Revenues .............................................................. $ 2,562,087       $ 2,459,164 $         102,923           4.2 Less: Fuel and purchased power expense ........... .                           509,496         561,065         (51,569)         (9.2)
261,451 250,278 11,173 4.5 Taxes other than income tax ...............................................................
SPP network transmission costs ................ .                       232,763         229,043           3,720           1.6 Gross Margin....................................................... $ 1,819,828           $ 1,669,056 $         150,772           9.0
191,662 156,901 34,761 22.2 Total Operating Expenses ...........................................................
                                                                                ======
1,880,204 1,838,167 42,037 2.3 INCOME FROM OPERATIONS  
The following table reflects changes in electricity sales for the years ended December 31, 2016 and 2015. No electricity sales are shown for transmission or other as they are not directly related to the amount of electricity we sell.
...............................................................
Year Ended December 31, 2016             2015           Change       % Change (Thousands ofMWh)
681,883 620,997 60,886 9.8 OTHER INCOME (EXPENSE):
ELECTRICITY SALES:
Investment earnings ............................................................................
Residential....................................................               6,434           6,364             70           1.1 Commercial .. .. ......... ....... ........... .......... .. .......         7,544           7,500             44           0.6 Industrial.......................................................           5,499           5,502               (3)       (0.1)
9,013 7,799 1,214 15.6 Other income .......................................................................................
Other retail....................................................                 77             84               (7)       (8.3)
34,582 19,438 15,144 77.9 Other expense .....................................................................................  
Total Retail............................................
(18,012) (17,636) (376) (2.1) Total Other Income .....................................................................
                                                                                ------ 19,554           19,450             104           0.5 Wholesale.....................................................               8,299           8,492           (193)         (2.3)
25,583 9,601 15,982 166.5 Interest expense ...........................................................................................
Total.......................................................
161,726 176,802 (15,076) (8.5) INCOME BEFORE INCOME TAXES ......................................................
                                                                                ------ 27,853         27,942             (89)         (0.3)
545,740 453,796 91,944 20.3 Income tax expense .....................................................................................
Gross margin increased due primarily to higher retail prices, which increased approximately 6%. Gross margin also increased slightly due to weather that was modestly favorable relative to 2015. During 2016, there were approximately 10%
184,540 152,000 32,540 21.4 NET INCOME ............................................................................................
more cooling degree days compared to 2015.
361,200 301,796 59,404 19.7 Less: Net income attributable to noncontrolling interests  
Income from operations, which is calculated and presented in accordance with GAAP in our consolidated statements of income, is the most directly comparable measure to our presentation of gross margin. Our presentation of gross margin should not be considered in isolation or as a substitute for income from operations. Additionally, our presentation of gross margin may not be comparable to similarly titled measures reported by other companies. The following table reconciles income from operations with gross margin for the years ended December 31, 2016 and 2015.
..........................
Year Ended December 31, 2016             2015           Change       % Change (Dollars In Thousands)
14,623 9,867 4,756 48.2 NET INCOME ATTRIBUTABLE TO WESTAR ENERGY. INC .............  
Income from operations ................................................. $             681,883 $     620,997 $         60,886             9.8 Plus: Operating and maintenance expense ...................                           346,313         330,289           16,024             4.9 Depreciation and amortization expense ..............                           338,519         310,591           27,928             9.0 Selling, general and administrative expense .......                           261,451         250,278           11,173           4.5 Taxes other than income tax ...............................                   191,662         156,901           34,761           22.2 Gross margin .................................................................. $   1,819,828 $ 1,669,056 $           150,772             9.0 43
$ 346,577 $ 291,929 $ 54,648 18.7 BASIC EARNINGS PER A VERA GE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $ 2.43 $ 2.11 $ 0.32 15.2 DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $ 2.43 $ 2.09 $ 0.34 16.3 Rate Review Agreement In September 2015, the KCC issued an order in our state general rate review allowing us to adjust our prices to include, among other things, additional investment in La Cygne environmental upgrades and investment to extend the life of Wolf Creek. The new prices were effective late October 2015 and are expected to increase our annual retail revenues by approximately  
 
$78.3 million. 42 Gross Margin The following table summarizes our gross margin for the years ended December 31, 2016 and 2015. Year Ended December 31, 2016 2015 Change % Change (Dollars In Thousands)
Operating Expenses and Other Income and Expense Items Year Ended December 31, 2016         2015           Change     % Change (Dollars in Thousands)
Revenues ..............................................................  
Operating and maintenance expense ...... ....... ...... $                     346,313 $   330,289 $         16,024       4.9 Operating and maintenance expense increased due principally to:
$ 2,562,087  
higher operating and maintenance costs at our coal fired plants of$14.l million, due primarily to scheduled outages;
$ 2,459,164  
$ 102,923 4.2 Less: Fuel and purchased power expense ........... . 509,496 561,065 (51,569) (9.2) SPP network transmission costs ................ . 232,763 229,043 3,720 1.6 Gross Margin.......................................................  
$ 1,819,828  
$ 1,669,056  
$ 150,772 9.0 ====== The following table reflects changes in electricity sales for the years ended December 31, 2016 and 2015. No electricity sales are shown for transmission or other as they are not directly related to the amount of electricity we sell. Year Ended December 31, 2016 2015 Change % Change (Thousands ofMWh) ELECTRICITY SALES: Residential....................................................
6,434 6,364 70 1.1 Commercial  
.. .. .........  
....... ...........  
..........  
.. ....... 7,544 7,500 44 0.6 Industrial.......................................................
5,499 5,502 (3) (0.1) Other retail....................................................
77 84 (7) (8.3) ------Total Retail............................................
19,554 19,450 104 0.5 Wholesale.....................................................
8,299 8,492 (193) (2.3) ------Total.......................................................
27,853 27,942 (89) (0.3) Gross margin increased due primarily to higher retail prices, which increased approximately 6%. Gross margin also increased slightly due to weather that was modestly favorable relative to 2015. During 2016, there were approximately 10% more cooling degree days compared to 2015. Income from operations, which is calculated and presented in accordance with GAAP in our consolidated statements of income, is the most directly comparable measure to our presentation of gross margin. Our presentation of gross margin should not be considered in isolation or as a substitute for income from operations.
Additionally, our presentation of gross margin may not be comparable to similarly titled measures reported by other companies.
The following table reconciles income from operations with gross margin for the years ended December 31, 2016 and 2015. Year Ended December 31, 2016 2015 Change % Change (Dollars In Thousands)
Income from operations  
.................................................  
$ 681,883 $ 620,997 $ 60,886 9.8 Plus: Operating and maintenance expense ...................
346,313 330,289 16,024 4.9 Depreciation and amortization expense ..............
338,519 310,591 27,928 9.0 Selling, general and administrative expense ....... 261,451 250,278 11,173 4.5 Taxes other than income tax ...............................
191,662 156,901 34,761 22.2 Gross margin ..................................................................  
$ 1,819,828  
$ 1,669,056  
$ 150,772 9.0 43 Operating Expenses and Other Income and Expense Items Year Ended December 31, 2016 2015 Change % Change (Dollars in Thousands)
Operating and maintenance expense ...... ....... ...... $ 346,313 $ 330,289 $ 16,024 4.9 Operating and maintenance expense increased due principally to: higher operating and maintenance costs at our coal fired plants of$14.l million, due primarily to scheduled outages;
* higher transmission and distribution operating and maintenance costs of $4.3 million due partially to improving long-term reliability; and
* higher transmission and distribution operating and maintenance costs of $4.3 million due partially to improving long-term reliability; and
* higher decommissioning costs of $3.0 million for Wolf Creek, which is offset in retail revenues; however, partially offsetting these increases was a $9.8 million decrease in operating and maintenance costs related to our having retired three generating units in late 2015. Year Ended December 31, 2016 2015 Change % Change (Dollars in Thousands)
* higher decommissioning costs of $3.0 million for Wolf Creek, which is offset in retail revenues; however, partially offsetting these increases was a $9.8 million decrease in operating and maintenance costs related to our having retired three generating units in late 2015.
Depreciation and amortization expense...............  
Year Ended December 31, 2016         2015           Change     % Change (Dollars in Thousands)
$ 338,519 $ 310,591 $ 27,928 9.0 Depreciation and amortization expense increased due primarily to air quality control additions at La Cygne. Year Ended December 31, 2016 2015 Change % Change (Dollars in Thousands)
Depreciation and amortization expense............... $                       338,519 $   310,591 $         27,928       9.0 Depreciation and amortization expense increased due primarily to air quality control additions at La Cygne.
Selling, general and administrative expense ....... $ 261,451 $ 250,278 $ 11,173 4.5 Selling, general and administrative expense increased due primarily to: incurring  
Year Ended December 31, 2016         2015           Change     % Change (Dollars in Thousands)
$10.2 million of merger-related expenses in 2016; an increase in the allowance for uncollectible accounts of $3.5 million; and an increase of $2. 7 million in outside services related principally to technology services; however, partially offsetting these increases was lower employee benefit costs of$7.6 million due primarily to reduced post-retirement medical costs. Year Ended December 31, 2016 2015 Change % Change (Dollars in Thousands)
Selling, general and administrative expense ....... $                         261,451 $   250,278 $         11,173       4.5 Selling, general and administrative expense increased due primarily to:
Taxes other than income tax .. .. .... .. .. .. .. .. .. .. .. .. .. .. .. $ 191,662 $ 156,901 $ 34,761 22.2 Taxes other than income tax increased due primarily to a $3 6.1 million increase in property tax expense, which is mostly offset in retail revenues.
incurring $10.2 million of merger-related expenses in 2016; an increase in the allowance for uncollectible accounts of $3.5 million; and an increase of $2. 7 million in outside services related principally to technology services; however, partially offsetting these increases was lower employee benefit costs of$7.6 million due primarily to reduced post-retirement medical costs.
44 Year Ended December 31, 2016 2015 Change (Dollars in Thousands)
Year Ended December 31, 2016         2015           Change     % Change (Dollars in Thousands)
Other income .......................................................  
Taxes other than income tax .. .. .... .. .. .. .. .. .. .. .. .. .. .. .. $   191,662 $     156,901 $       34,761       22.2 Taxes other than income tax increased due primarily to a $3 6.1 million increase in property tax expense, which is mostly offset in retail revenues.
$ 34,582 $ 19,438 $ 15,144 % Change 77.9 Other income increased due primarily to an increase in equity AFUDC of $9.6 million and our having recorded $7.2 million more in COLI benefits.
44
Year Ended December 31, 2016 2015 Change % Change (Dollars in Thousands)
 
Interest expense . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . $ 161,726 $ 176,802 $ (15,076) (8.5) Interest expense decreased due primarily to a $6.5 million increase in debtAFUDC, a $5.7 million decrease in interest on long-term debt ofVIEs due to refinancing long-term debt of the La Cygne VIE and a $4.8 million decrease in interest expense on long-term debt due to refinancing long-term debt at lower rates. Year Ended December 31, 2016 2015 Change (Dollars in Thousands)
Year Ended December 31, 2016         2015           Change      % Change (Dollars in Thousands)
Income tax expense .............................................  
Other income ....................................................... $     34,582 $     19,438 $         15,144         77.9 Other income increased due primarily to an increase in equity AFUDC of $9.6 million and our having recorded
$ 184,540 $ 152,000 $ 32,540 Income tax expense increased due principally to higher income before income taxes. Financial Condition  
$7.2 million more in COLI benefits.
% Change 21.4* A number of factors affected amounts recorded on our balance sheet as of December 31, 2017, compared to December 31, 2016. As of December 31, 2017 2016 Change % Change (Dollars in Thousands)
Year Ended December 31, 2016         2015           Change       % Change (Dollars in Thousands)
Property, plant and equipment, net.. ....................  
Interest expense ........... .................... .................... $   161,726 $     176,802 $       (15,076)       (8.5)
$ 9,553,755  
Interest expense decreased due primarily to a $6.5 million increase in debtAFUDC, a $5.7 million decrease in interest on long-term debt ofVIEs due to refinancing long-term debt of the La Cygne VIE and a $4.8 million decrease in interest expense on long-term debt due to refinancing long-term debt at lower rates.
$ 9,248,359  
Year Ended December 31, 2016         2015           Change      % Change (Dollars in Thousands)
$ 305,396 3.3 Property, plant and equipment, net of accumulated depreciation, increased due primarily to the construction of Western Plains Wind Farm and plant additions for capital improvements to improve long-term reliability.
Income tax expense ............................................. $         184,540 $     152,000 $         32,540       21.4*
As of December 31, 2017 2016 Change % Change (Dollars in Thousands)
Income tax expense increased due principally to higher income before income taxes.
Property, plant and equipment of variable interest entities, net............................................  
Financial Condition A number of factors affected amounts recorded on our balance sheet as of December 31, 2017, compared to December 31, 2016.
$ 176,279 $ 257,904 $ (81,625) (31.6) Property, plant and equipment of variable interest entities, net of accumulated depreciation, decreased  
As of December 31, 2017         2016           Change       % Change (Dollars in Thousands)
$72.9 million related primarily to the deconsolidation of the trust holding our 8% interest in JEC. 45 As of December 31, 2017 2016 Change (Dollars in Thousands)
Property, plant and equipment, net.. .................... $             9,553,755 $ 9,248,359 $       305,396           3.3 Property, plant and equipment, net of accumulated depreciation, increased due primarily to the construction of Western Plains Wind Farm and plant additions for capital improvements to improve long-term reliability.
Regulatory assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 784,899 $ 879,862 $ (94,963) Regulatory liabilities...........................................
As of December 31, 2017         2016           Change       % Change (Dollars in Thousands)
1,105,576 239,453 866,123 ------Net regulatory (liabilities) assets ....................  
Property, plant and equipment of variable interest entities, net............................................ $     176,279 $   257,904   $     (81,625)       (31.6)
$ (320,677)  
Property, plant and equipment of variable interest entities, net of accumulated depreciation, decreased $72.9 million related primarily to the deconsolidation of the trust holding our 8% interest in JEC.
$ 640,409 $ (961,086)  
45
==========
 
Total regulatory assets decreased due primarily to the following items: % Change (10.8) 361.7, (150.1)
As of December 31, 2017         2016           Change      % Change (Dollars in Thousands)
Regulatory assets ................................................. $   784,899 $     879,862 $       (94,963)       (10.8)
Regulatory liabilities...........................................     1,105,576       239,453         866,123       361.7, Net regulatory (liabilities) assets .................... $
(320,677) $   640,409 $     (961,086)    (150.1)
                                                                                                      ==========
Total regulatory assets decreased due primarily to the following items:
* a $124.0 million decrease in amounts due from customers for future income taxes due primarily to changes in deferred income taxes caused by TCJA;
* a $124.0 million decrease in amounts due from customers for future income taxes due primarily to changes in deferred income taxes caused by TCJA;
* a $13 .3 million decrease in amounts deferred for Wolf Creek refueling and maintenance outages; and a $11. 7 million decrease in amounts to be collected from our customers for the deferred cost of fuel and purchased power; however, partially offsetting these decreases was spending $30.8 million more than collected for the cost to remove retired plant assets; a $23.0 million increase in our umecovered investment in analog meters; and a $12.8 million increase in deferred employee benefit costs. Total regulatory liabilities increased due primarily to the following items: a $845.2 million increase in amounts due to customers for future income taxes due primarily to changes in deferred income taxes caused by TCJA;
* a $13 .3 million decrease in amounts deferred for Wolf Creek refueling and maintenance outages; and a $11. 7 million decrease in amounts to be collected from our customers for the deferred cost of fuel and purchased power; however, partially offsetting these decreases was spending $30.8 million more than collected for the cost to remove retired plant assets; a $23.0 million increase in our umecovered investment in analog meters; and a $12.8 million increase in deferred employee benefit costs.
Total regulatory liabilities increased due primarily to the following items:
a $845.2 million increase in amounts due to customers for future income taxes due primarily to changes in deferred income taxes caused by TCJA;
* a $37.0 million increase in the fair value of the NDT; and
* a $37.0 million increase in the fair value of the NDT; and
* a $11.2 million increase in amounts recognized in setting our prices in excess of actual pension and retirement expense; however, partially offsetting these increases was $15.5 million for accretion and depreciation related to the Wolf Creek ARO; and our spending $5.7 million more than collected for the cost to remove retired plant assets. See Note 11 of the Consolidated Financial Statements, "Taxes," for additional information on the TCJA. As ofDecember 31, 2017 2016 Change (Dollars in Thousands)
* a $11.2 million increase in amounts recognized in setting our prices in excess of actual pension and post-retirement expense; however, partially offsetting these increases was $15.5 million for accretion and depreciation related to the Wolf Creek ARO; and our spending $5.7 million more than collected for the cost to remove retired plant assets.
Short-term debt.. ..................................................  
See Note 11 of the Consolidated Financial Statements, "Taxes," for additional information on the TCJA.
$ 275,700 $ 366,700 $ (91,000) % Change (24.8) Short-term debt decreased due primarily to Westar Energy issuing $300.0 million in principal amount ofFMBs, the proceeds for which were used to repay a portion of commercial paper borrowings, and retiring $125.0 million in principal amount ofFMBs. See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for additional information.
As ofDecember 31, 2017         2016           Change      % Change (Dollars in Thousands)
2017 Current maturities of long-term debL.................  
Short-term debt.. .................................................. $   275,700 $   366,700 $       (91,000)       (24.8)
$ $ Long-term debt, net.............................................
Short-term debt decreased due primarily to Westar Energy issuing $300.0 million in principal amount ofFMBs, the proceeds for which were used to repay a portion of commercial paper borrowings, and retiring $125.0 million in principal amount ofFMBs. See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for additional information.
3,687,555  
As ofDecember 31, 2017         2016          Change      % Change (Dollars in Thousands)
------Total long-term debt.......................................  
Current maturities of long-term debL................. $                           $   125,000 $      (125,000)      (100.0)
$ 3,687,555  
Long-term debt, net.............................................       3,687,555     3,388,670        298,885          8.8 Total long-term debt....................................... $ 3,687,555       $ 3,513,670    $   173,885          4.9
$ As ofDecember 31, 2016 Change (Dollars in Thousands) 125,000 $ (125,000) 3,388,670 298,885 3,513,670
                                                                                                      ======
$ 173,885 ====== % Change (100.0) 8.8 4.9 Total long-term debt increased due primarily to Westar Energy issuing $300.0 million in principal amount ofFMBs and retiring $125.0 million in principal amounts ofFMBs. See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for additional information.
Total long-term debt increased due primarily to Westar Energy issuing $300.0 million in principal amount ofFMBs and retiring $125.0 million in principal amounts ofFMBs. See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for additional information.
46 Current maturities oflong-term debt of variable interest entities . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . $ Long-term debt of variable interest entities ........ . 2017 28,534 $ 81,433 As ofDecember 31, 2016 Change (Dollars in Thousands) 26,842 $ 111,209 1,692 (29,776) % Change 6.3 (26.8) ------Total long-term debt of variable interest entities ...........................................................  
46
$ (20.3) 109,967 $ 138,051 $ (28,084) ======== Total long-term debt of variable interest entities decreased due primarily to the VIE that holds the La Cygne leasehold interests having made principal payments totaling $26.8 million. See Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities," for additional information.
 
As of December 31, 2017 2016 Change % Change (Dollars in Thousands)
As ofDecember 31, 2017        2016          Change      % Change (Dollars in Thousands)
Deferred income tax liabilities  
Current maturities oflong-term debt of variable interest entities ............ ... .................... ................ $   28,534 $    26,842    $      1,692          6.3 Long-term debt of variable interest entities ........ .                       81,433     111,209         (29,776)       (26.8)
............................  
Total long-term debt of variable interest entities ........................................................... $   109,967 $   138,051   $     (28,084)       (20.3)
*$ 815,743 $ 1,752,776  
                                                                                                          ========
$ (937,033)  
Total long-term debt of variable interest entities decreased due primarily to the VIE that holds the La Cygne leasehold interests having made principal payments totaling $26.8 million. See Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities," for additional information.
(53.5) Deferred income tax liabilities decreased primarily due to adjusting deferred taxes to reflect the new federal corporate income tax rate of21 % as prescribed in the TCJA. As of December 31, 2017 2016 Change % Change (Dollars in Thousands)
As of December 31, 2017         2016           Change     % Change (Dollars in Thousands)
Accrued employee benefits . .. .. . .. .... .. ....... ............  
Deferred income tax liabilities ............................ *$             815,743 $ 1,752,776 $       (937,033)     (53.5)
$ 541,364 $ 512,412 $ 28,952 5.7 Accrued employee benefits increased due primarily to higher pension and post-retirement benefit obligations as a result of a decrease in the discount rates used to calculate our and Wolf Creek's pension benefit obligations.
Deferred income tax liabilities decreased primarily due to adjusting deferred taxes to reflect the new federal corporate income tax rate of21 % as prescribed in the TCJA.
As of December 31, 2017 2016 Change % Change (Dollars in Thousands)
As of December 31, 2017         2016           Change     % Change (Dollars in Thousands)
Asset retirement obligations................................  
Accrued employee benefits ... .. . .. .... .. ....... ............ $         541,364 $   512,412 $         28,952         5.7 Accrued employee benefits increased due primarily to higher pension and post-retirement benefit obligations as a result of a decrease in the discount rates used to calculate our and Wolf Creek's pension benefit obligations.
$ 379,989 $ 323,951 $ 56,038 17.3 AROs increased due primarily to revisions for asbestos and nuclear decommissioning of $28.8 million and $19.4 million, respectively, and a new obligation estimated at $13.5 million related to Western Plains Wind Farm. See Note 14 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies," and Note 15 of the Notes to Consolidated Financial Statements, "Asset Retirement Obligations," for additional information.
As of December 31, 2017       2016           Change     % Change (Dollars in Thousands)
47 LIQUIDITY AND CAPITAL RESOURCES Overview Available sources of funds to operate our business include internally generated cash, short-term borrowings under Westar Energy's commercial paper program and revolving credit facilities and access to capital markets. We expect to meet our day-to-day cash requirements including, among other items, fuel and purchased power, dividends, interest payments, income taxes, payroll and pension contributions, using primarily internally generated cash and short-term borrowings.
Asset retirement obligations................................ $               379,989 $   323,951 $         56,038         17.3 AROs increased due primarily to revisions for asbestos and nuclear decommissioning of $28.8 million and
To meet the cash requirements for our capital investments, we expect to use internally generated cash, short-term borrowings and proceeds from the issuance of debt and equity securities in the capital markets. When such balances are of sufficient size and it makes economic sense to do so, we also use proceeds from the issuance of long-term debt and equity securities to repay short-term borrowings, which are principally related to investments in capital equipment and the redemption of bonds and for working capital and general corporate purposes.
$19.4 million, respectively, and a new obligation estimated at $13.5 million related to Western Plains Wind Farm. See Note 14 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies," and Note 15 of the Notes to Consolidated Financial Statements, "Asset Retirement Obligations," for additional information.
In 2018, we expect to continue our capital spending program and plan to contribute to our pension trust. We continue to believe that we will have the ability to pay dividends.
47
Although the agreement and plan of merger with Great Plains Energy contains customary restrictions on our ability to raise capital and pay dividends, we do not believe these restrictions will materially adversely impact our liquidity or ability to pay dividends in 2018. Uncertainties affecting our ability to meet cash requirements include, among others, factors affecting revenues described in "Item IA. Risk Factors" and "-Operating Results" above, economic conditions, regulatory actions, compliance with environmental regulations and conditions in the capital markets. For additional information on our future cash requirements, see "-Future Cash Requirements" below. Impact of TCJA The passage of the TCJA in December 2017 will reduce our internally generated cash flows and may adversely impact the manner in which our credit rating is evaluated.
 
Specifically, we expect a degradation in our funds from operations to debt ratio of approximately 100 to 200 basis points. Capital Structure As of December 31, 2017 and 2016, our capital structure, excluding short-term debt, was as follows: Common equity .............................. . Noncontrolling interests  
LIQUIDITY AND CAPITAL RESOURCES Overview Available sources of funds to operate our business include internally generated cash, short-term borrowings under Westar Energy's commercial paper program and revolving credit facilities and access to capital markets. We expect to meet our day-to-day cash requirements including, among other items, fuel and purchased power, dividends, interest payments, income taxes, payroll and pension contributions, using primarily internally generated cash and short-term borrowings. To meet the cash requirements for our capital investments, we expect to use internally generated cash, short-term borrowings and proceeds from the issuance of debt and equity securities in the capital markets. When such balances are of sufficient size and it makes economic sense to do so, we also use proceeds from the issuance of long-term debt and equity securities to repay short-term borrowings, which are principally related to investments in capital equipment and the redemption of bonds and for working capital and general corporate purposes. In 2018, we expect to continue our capital spending program and plan to contribute to our pension trust. We continue to believe that we will have the ability to pay dividends. Although the agreement and plan of merger with Great Plains Energy contains customary restrictions on our ability to raise capital and pay dividends, we do not believe these restrictions will materially adversely impact our liquidity or ability to pay dividends in 2018. Uncertainties affecting our ability to meet cash requirements include, among others, factors affecting revenues described in "Item IA. Risk Factors" and "-Operating Results" above, economic conditions, regulatory actions, compliance with environmental regulations and conditions in the capital markets. For additional information on our future cash requirements, see "-Future Cash Requirements" below.
................. . Long-term debt, including VIEs ..... . Short-Term Borrowings As ofDecember 31, 2017 2016 51% <0% 49% 51% <1% 49% Westar Energy maintains a commercial paper program pursuant to which it may issue commercial paper up to a maximum aggregate amount outstanding at any one time of$1.0 billion. This program is supported by and cannot exceed the capacity under Westar Energy's revolving credit facilities.
Impact of TCJA The passage of the TCJA in December 2017 will reduce our internally generated cash flows and may adversely impact the manner in which our credit rating is evaluated. Specifically, we expect a degradation in our funds from operations to debt ratio of approximately 100 to 200 basis points.
Maturities of commercial paper issuances may not exceed 365 days from the date of issuance and proceeds from such issuances will be used to temporarily fund capital expenditures, to redeem debt on an interim basis, for working capital and/or for other general corporate purposes.
Capital Structure As of December 31, 2017 and 2016, our capital structure, excluding short-term debt, was as follows:
As of February 14, 2018, Westar Energy had $285.3 million of commercial paper issued and outstanding.
As ofDecember 31, 2017      2016 Common equity .............................. . 51%      51%
Westar Energy has two revolving credit facilities in the amounts of$730.0 million and $270.0 million. The $730.0 million facility will expire in September 2019, $20.7 million of which expired in September 2017. In December 2017, Westar Energy extended the term of the $270.0 million facility by one year to terminate in February 2019. As long as there is no default under the facility, the $730.0 million facility may be extended an additional year and the aggregate amount of borrowings under the $730.0 million and $270.0 million facilities may be increased to $1.0 billion and $400.0 million, respectively, subject to lender participation.
Noncontrolling interests ................. .   <0%      <1%
All borrowings under the facilities are secured by KGE first mortgage bonds. Total combined borrowings under the revolving credit facilities and the commercial paper program may not exceed $1.0 billion at any given time. As of February 14, 2018, no amounts were borrowed and $11.6 million of letters of credit had been issued under the $730.0 million facility.
Long-term debt, including VIEs ..... .         49%      49%
No amounts were borrowed and no letters of credit were issued under the $270.0 million facility as of the same date. 48 A default by Westar Energy or KGE under other indebtedness totaling more than $25.0 million would be a default under both revolving credit facilities.
Short-Term Borrowings Westar Energy maintains a commercial paper program pursuant to which it may issue commercial paper up to a maximum aggregate amount outstanding at any one time of$1.0 billion. This program is supported by and cannot exceed the capacity under Westar Energy's revolving credit facilities. Maturities of commercial paper issuances may not exceed 365 days from the date of issuance and proceeds from such issuances will be used to temporarily fund capital expenditures, to redeem debt on an interim basis, for working capital and/or for other general corporate purposes. As of February 14, 2018, Westar Energy had $285.3 million of commercial paper issued and outstanding.
Westar Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio of 65% or less at all times. At December 31, 2017, our ratio was 51 %. See Note 9 of the Notes to Consolidated Financial Statements, "Short-Term Debt," for additional information regarding our short-term borrowings.
Westar Energy has two revolving credit facilities in the amounts of$730.0 million and $270.0 million. The
Long-Term Debt Financing As of December 31, 2017, we had $121.9 million of variable rate, tax-exempt bonds outstanding.
$730.0 million facility will expire in September 2019, $20.7 million of which expired in September 2017. In December 2017, Westar Energy extended the term of the $270.0 million facility by one year to terminate in February 2019. As long as there is no default under the facility, the $730.0 million facility may be extended an additional year and the aggregate amount of borrowings under the $730.0 million and $270.0 million facilities may be increased to $1.0 billion and $400.0 million, respectively, subject to lender participation. All borrowings under the facilities are secured by KGE first mortgage bonds.
While the interest rates for these bonds have been low, we continue to monitor the credit markets and evaluate our options with respect to these bonds. In March 2017, Westar Energy issued $300.0 million in principal amount ofFMBs bearing a stated interest at 3.10% maturing April 2027. In January 2017, Westar Energy retired $125.0 million in principal amount ofFMBs bearing a stated interest at 5.15% maturing January 2017. The Westar Energy and KGE mortgages each contain provisions restricting the amount ofFMBs that can be issued by each entity. We must comply with such restrictions prior to the issuance of additional FMBs or other secured indebtedness.
Total combined borrowings under the revolving credit facilities and the commercial paper program may not exceed $1.0 billion at any given time. As of February 14, 2018, no amounts were borrowed and $11.6 million of letters of credit had been issued under the $730.0 million facility. No amounts were borrowed and no letters of credit were issued under the $270.0 million facility as of the same date.
Under the Westar Energy mortgage, the issuance of bonds is subject to limitations based on the amount ofbondable property additions.
48
In addition, so long as any bonds issued prior to January 1, 1997, remain outstanding, the mortgage prohibits additional FMBs from being issued, except in connection with certain refimdings, unless Westar Energy's unconsolidated net earnings available for interest, depreciation and property retirement (which as defined, does not include earnings or losses attributable to the ownership of securities of subsidiaries), for a period of 12 consecutive months within 15 months preceding the issuance, are not less than the greater of twice the annual interest charges on or 10% of the principal amount of all FMBs outstanding after giving effect to the proposed issuance.
 
As of December 31, 2017, approximately  
A default by Westar Energy or KGE under other indebtedness totaling more than $25.0 million would be a default under both revolving credit facilities. Westar Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio of 65% or less at all times. At December 31, 2017, our ratio was 51 %. See Note 9 of the Notes to Consolidated Financial Statements, "Short-Term Debt," for additional information regarding our short-term borrowings.
$929. 7 million principal amount of additional FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refundings.
Long-Term Debt Financing As of December 31, 2017, we had $121.9 million of variable rate, tax-exempt bonds outstanding. While the interest rates for these bonds have been low, we continue to monitor the credit markets and evaluate our options with respect to these bonds.
Under the KGE mortgage, the amount ofFMBs authorized is limited to a maximum of$3.5 billion and the issuance of bonds is subject to limitations based on the amount ofbondable property additions.
In March 2017, Westar Energy issued $300.0 million in principal amount ofFMBs bearing a stated interest at 3.10%
In addition, the mortgage prohibits additional FMBs from being issued, except in connection with certain refundings, unless KGE's net earnings before income taxes and before provision for retirement and depreciation of property for a period of 12 consecutive months within 15 months preceding the issuance are not less than either two and one-halftimes the annual interest charges on or 10% of the principal amount of all KGE FMBs outstanding after giving effect to the proposed issuance.
maturing April 2027.
As of December 31, 2017, approximately  
In January 2017, Westar Energy retired $125.0 million in principal amount ofFMBs bearing a stated interest at 5.15%
maturing January 2017.
The Westar Energy and KGE mortgages each contain provisions restricting the amount ofFMBs that can be issued by each entity. We must comply with such restrictions prior to the issuance of additional FMBs or other secured indebtedness.
Under the Westar Energy mortgage, the issuance of bonds is subject to limitations based on the amount ofbondable property additions. In addition, so long as any bonds issued prior to January 1, 1997, remain outstanding, the mortgage prohibits additional FMBs from being issued, except in connection with certain refimdings, unless Westar Energy's unconsolidated net earnings available for interest, depreciation and property retirement (which as defined, does not include earnings or losses attributable to the ownership of securities of subsidiaries), for a period of 12 consecutive months within 15 months preceding the issuance, are not less than the greater of twice the annual interest charges on or 10% of the principal amount of all FMBs outstanding after giving effect to the proposed issuance. As of December 31, 2017, approximately $929. 7 million principal amount of additional FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refundings.
Under the KGE mortgage, the amount ofFMBs authorized is limited to a maximum of$3.5 billion and the issuance of bonds is subject to limitations based on the amount ofbondable property additions. In addition, the mortgage prohibits additional FMBs from being issued, except in connection with certain refundings, unless KGE's net earnings before income taxes and before provision for retirement and depreciation of property for a period of 12 consecutive months within 15 months preceding the issuance are not less than either two and one-halftimes the annual interest charges on or 10% of the principal amount of all KGE FMBs outstanding after giving effect to the proposed issuance. As of December 31, 2017, approximately
$1.5 billion principal amount of additional KGE FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refimdings.
$1.5 billion principal amount of additional KGE FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refimdings.
Some of our debt instruments contain restrictions that require us to maintain leverage ratios as defined in the credit agreements.
Some of our debt instruments contain restrictions that require us to maintain leverage ratios as defined in the credit agreements. We calculate these ratios in accordance wtth the agreements and they are used to determine compliance with our various debt covenants. We were in compliance with these covenants as of December 31, 2017.
We calculate these ratios in accordance wtth the agreements and they are used to determine compliance with our various debt covenants.
Impact of Credit Ratings on Debt Financing Moody's Investors Service (Moody's) and Standard & Poor's Ratings Services (S&P) are independent credit-rating agencies that rate our debt securities. These ratings indicate each agency's assessment of our ability to pay interest and principal when due on our securities.
We were in compliance with these covenants as of December 31, 2017. Impact of Credit Ratings on Debt Financing Moody's Investors Service (Moody's) and Standard & Poor's Ratings Services (S&P) are independent credit-rating agencies that rate our debt securities.
In general, more favorable credit ratings increase borrowing opportunities and reduce the cost of borrowing. Under Westar Energy's revolving credit facilities and commercial paper program, our cost of borrowings is determined in part by credit ratings. However, Westar Energy's ability to borrow under the credit facilities and commercial paper program are not conditioned on maintaining a particular credit rating. We may enter into new credit agreements that contain credit rating conditions, which could affect our liquidity and/or our borrowing costs.
These ratings indicate each agency's assessment of our ability to pay interest and principal when due on our securities.
49
In general, more favorable credit ratings increase borrowing opportunities and reduce the cost of borrowing.
 
Under Westar Energy's revolving credit facilities and commercial paper program, our cost of borrowings is determined in part by credit ratings. However, Westar Energy's ability to borrow under the credit facilities and commercial paper program are not conditioned on maintaining a particular credit rating. We may enter into new credit agreements that contain credit rating conditions, which could affect our liquidity and/or our borrowing costs. 49 Factors that impact our credit ratings include a combination of objective and subjective criteria.
Factors that impact our credit ratings include a combination of objective and subjective criteria. Objective criteria include typical financial ratios, such as funds from operations to total debt and operating cash flow to debt, among others, future capital expenditures and our access to liquidity including committed lines of credit. Subjective criteria include such items as the quality and credibility of management, the political and regulatory environment we operate in and an assessment of our governance and risk management practices.
Objective criteria include typical financial ratios, such as funds from operations to total debt and operating cash flow to debt, among others, future capital expenditures and our access to liquidity including committed lines of credit. Subjective criteria include such items as the quality and credibility of management, the political and regulatory environment we operate in and an assessment of our governance and risk management practices.
As ofFebruary 14, 2018, our ratings with the agencies are as shown in the table below.
As ofFebruary 14, 2018, our ratings with the agencies are as shown in the table below. Westar Energy KGE First First Westar Mortgage Mortgage Energy Bond Bond Commercial Rating Rating Rating Paper Outlook Moody's A2 A2 P-2 Stable S&P (a) A A A-2 Positive (a) In July 2017, following the public announcement of the amended and restated agreement and plan of merger with Great Plains Energy, S&P revised its outlook for Westar Energy and KGE to positive from negative, pending the outcome of the merger. Common Stock Westar Energy's Restated Articles of Incorporation, as amended, provide for 275.0 million authorized shares of common stock. As of December 31, 2017, Westar Energy had 142.1 million shares issued and outstanding.
Westar Energy                 KGE First               First         Westar Mortgage             Mortgage           Energy Bond                 Bond       Commercial       Rating Rating               Rating         Paper       Outlook Moody's                               A2                   A2           P-2         Stable S&P (a)                               A                     A           A-2         Positive (a) In July 2017, following the public announcement of the amended and restated agreement and plan of merger with Great Plains Energy, S&P revised its outlook for Westar Energy and KGE to positive from negative, pending the outcome of the merger.
Summary of Cash Flows Year Ended December 31, 2017 2016 2015 (In Thousands)
Common Stock Westar Energy's Restated Articles of Incorporation, as amended, provide for 275.0 million authorized shares of common stock. As of December 31, 2017, Westar Energy had 142.1 million shares issued and outstanding.
Cash flows from (used in): Operating activities.............................................................  
Summary of Cash Flows Year Ended December 31, 2017           2016           2015 (In Thousands)
$ 912,438 $ 822,420 $ 715,850 Investing activities  
Cash flows from (used in):
............................................................. . (780,434)  
Operating activities.............................................................   $   912,438 $     822,420   $   715,850 Investing activities ............................................................. .     (780,434)     (1,012,760)     (649,704)
(1,012,760)  
Financing activities ............................................................ .     (131,638)       190,175       (67,471)
(649,704)
Net increase (decrease) in cash and cash equivalents....                         $       366
Financing activities  
                                                                                                              $         (165) $     (1,325)
............................................................ . (131,638) 190,175 (67,471) ------Net increase (decrease) in cash and cash equivalents....  
                                                                                                ======                         ==========
$ 366 $ (165) $ (1,325) ====== ==========
Cash Flows from Operating Activities Cash flows from operating activities increased $90.0 million in 2017 compared to 2016 due principally to our having received $43.9 million more for wholesale power sales and transmission services, paid $26.3 million less for coal and natural gas, received a $13.0 million refund for income taxes in 2017, compared to having paid $13.0 million in 2016, and received
Cash Flows from Operating Activities Cash flows from operating activities increased  
$13.6 million more from retail customers. Partially offsetting these increases was our having received $20.2 million less in COLI death proceeds, paid $16.4 million more for purchase power and transmission services and paid $12.0 million more for interest.
$90.0 million in 2017 compared to 2016 due principally to our having received $43.9 million more for wholesale power sales and transmission services, paid $26.3 million less for coal and natural gas, received a $13.0 million refund for income taxes in 2017, compared to having paid $13.0 million in 2016, and received $13.6 million more from retail customers.
Cash flows from operating activities increased $106.6 million in 2016 compared to 2015 due principally to our having paid $92.8 million less for coal and natural gas and $27.0 million less for interest, while having received $91.2 million more from retail customers. Partially offsetting these increases was our having received $32. 7 million less for wholesale power sales and transmission services, while having paid $20.2 million more for purchase power and transmission services and
Partially offsetting these increases was our having received $20.2 million less in COLI death proceeds, paid $16.4 million more for purchase power and transmission services and paid $12.0 million more for interest.
$13.5 million more in income tax payments.
Cash flows from operating activities increased  
Cash Flows used in Investing Activities Cash flows used in investing activities decreased $232.3 million in 2017 compared to 2016 due primarily to our having invested $322.3 million less in additions to property, plant and equipment primarily related to the construction of Western Plains Wind Farm partially offset by our having received $91.3 million less from our investment in COLL 50
$106.6 million in 2016 compared to 2015 due principally to our having paid $92.8 million less for coal and natural gas and $27.0 million less for interest, while having received $91.2 million more from retail customers.
 
Partially offsetting these increases was our having received $32. 7 million less for wholesale power sales and transmission services, while having paid $20.2 million more for purchase power and transmission services and $13.5 million more in income tax payments.
Cash flows used in investing activities increased $363.1 million in 2016 compared to 2015 due primarily to our having invested $386.7 million more in additions to property, plant and equipment primarily related to the construction of Western Plains Wind Farm. Partially offsetting this increase was our having received $25.9 million more from our investment in COLL Cash Flows from (used in) Financing Activities Cash flows from financing activities decreased $321.8 million in 2017 compared to 2016. The decrease was due principally to our having issued $207.5 million less in commercial paper, issued $162.0 million less in long-term debt ofVIEs, issued $100.1 million less in long-term debt, redeemed $75.0 million more in long-term debt and paid $18.8 million more in dividends. Partially offsetting these decreases was our having redeemed $163.5 million less in long-term debt ofVIEs and repaid $88.3 million less for borrowings against the cash surrender value of COLL Cash flows from financing activities increased $257.6 million in 2016 compared to 2015. The increase was due principally to our having redeemed $585.9 million less in long-term debt, issued $162.0 million more in long-term debt ofVIEs and issued $123.5 million more in commercial paper. Partially offsetting these increases was our having issued $255.6 million less in common stock, redeemed $162.4 million more in long-term debt ofVIEs, issued $147.6 million less in long-term debt, repaid $24. 7 million more for borrowings against the cash surrender value of COLI and paid $18.2 million more in dividends.
Cash Flows used in Investing Activities Cash flows used in investing activities decreased  
Future Cash Requirements Our business requires significant capital investments. Through 2020, we expect to need cash primarily for utility construction programs designed to improve and expand facilities related to providing electric service, which include, but are not limited to, expenditures to develop new transmission lines and other improvements to our power plants, transmission and distribution lines and equipment. We expect to meet these cash needs with internally generated cash, short-term borrowings and the issuance of securities in the capital markets.
$232.3 million in 2017 compared to 2016 due primarily to our having invested $322.3 million less in additions to property, plant and equipment primarily related to the construction of Western Plains Wind Farm partially offset by our having received $91.3 million less from our investment in COLL 50 Cash flows used in investing activities increased  
Capital expenditures for 2017 and anticipated capital expenditures, including costs of removal, for 2018 through 2020 are shown in the following table.
$363.1 million in 2016 compared to 2015 due primarily to our having invested $386.7 million more in additions to property, plant and equipment primarily related to the construction of Western Plains Wind Farm. Partially offsetting this increase was our having received $25.9 million more from our investment in COLL Cash Flows from (used in) Financing Activities Cash flows from financing activities decreased  
Actual                     Projected 2017       2018             2019       2020 (In Thousands)
$321.8 million in 2017 compared to 2016. The decrease was due principally to our having issued $207.5 million less in commercial paper, issued $162.0 million less in long-term debt ofVIEs, issued $100.1 million less in long-term debt, redeemed $75.0 million more in long-term debt and paid $18.8 million more in dividends.
Partially offsetting these decreases was our having redeemed $163.5 million less in long-term debt ofVIEs and repaid $88.3 million less for borrowings against the cash surrender value of COLL Cash flows from financing activities increased  
$257.6 million in 2016 compared to 2015. The increase was due principally to our having redeemed $585.9 million less in long-term debt, issued $162.0 million more in long-term debt ofVIEs and issued $123.5 million more in commercial paper. Partially offsetting these increases was our having issued $255.6 million less in common stock, redeemed $162.4 million more in long-term debt ofVIEs, issued $147.6 million less in long-term debt, repaid $24. 7 million more for borrowings against the cash surrender value of COLI and paid $18.2 million more in dividends.
Future Cash Requirements Our business requires significant capital investments.
Through 2020, we expect to need cash primarily for utility construction programs designed to improve and expand facilities related to providing electric service, which include, but are not limited to, expenditures to develop new transmission lines and other improvements to our power plants, transmission and distribution lines and equipment.
We expect to meet these cash needs with internally generated cash, short-term borrowings and the issuance of securities in the capital markets. Capital expenditures for 2017 and anticipated capital expenditures, including costs of removal, for 2018 through 2020 are shown in the following table. Actual Projected 2017 2018 2019 2020 (In Thousands)
Generation:
Generation:
Replacements and other ...................................  
Replacements and other ................................... $                 151,886 $ 186,500   $     166,800 $ 162,000 Environmental ..................................................             22,279     *22,400           5,100     7,400 Wind development. ...........................................               39,289       5,900           9,300     6,000 Nuclear fuel .............................................................         41,649     21,400           26,300     44,700 Transmission ............................................................       240,396   245,300           254,900   247,200 Distribution ..............................................................       208,478   195,500           190,100   186,400 Other ........................................................................ 60,668     83,000         104,500     96,300 Total capital expenditures ................................. $               764,645 $ 760,000   $     757,000 $ 750,000 We prepare these estimates for planning purposes and revise them from time to time. Actual expenditures will differ, perhaps materially, from our estimates due to changes following the closing of the proposed merger with Great Plains Energy, changing regulatory requirements, changing costs, delays or advances in engineering, construction or permitting, changes in the availability and cost of capital and other factors discussed in "Item IA. Risk Factors." We and our generating plant co-owners periodically evaluate these estimates and this may result in material changes in actual costs.
$ 151,886 $ 186,500 $ 166,800 $ 162,000 Environmental  
51
..................................................
 
22,279 *22,400 5,100 7,400 Wind development.  
We will also need significant amounts of cash in the future to meet our long-term debt obligations. The principal amounts of our long-term debt maturities as of December 31, 2017, are as follows.
...........................................
Long-term Year                               Long-term debt     debt ofVIEs (In Thousands) 2018 ***************************** $                 $       28,534 2019 ............................ .       300,000            30,337 2020 ............................ .       250,000            32,254 2021 ............................ .                           18,842 2022 ............................ .
39,289 5,900 9,300 6,000 Nuclear fuel .............................................................
Thereafter ................... .         3,176,940 Total maturities..... $             3,726,940   $       109,967
41,649 21,400 26,300 44,700 Transmission  
                                                                                        ======
............................................................
Pension Obligation The amount we contribute to our pension plan for future periods is not yet known, however, in general we expect to fund our pension plan each year at least to a level equal to current year pension expense. We must also meet minimum funding requirements under the Employee Retirement Income Security Act, as amended by the Pension Protection Act. We may contribute additional amounts from time to time as deemed appropriate.
240,396 245,300 254,900 247,200 Distribution  
We contributed $24:3 million to our pension trust in 2017 and $20.2 million in 2016. We expect to contribute approximately $32.4 million in 2018. In 2017 and 2016, we also funded $12.0 million and $14.8 million, respectively, of Wolf Creek's pension plan contributions. In 2018, we plan to contribute $8.9 million to fund Wolf Creek's pension plan contributions. See Notes 12 and 13 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans" and "Wolf Creek Employee Benefit Plans," for additional discussion of Westar Energy and Wolf Creek benefit plans, respectively.
..............................................................
OFF-BALANCE SHEET ARRANGEMENTS We have off-balance sheet arrangements in the form of operating leases and letters of credit entered into in the ordinary course of business. We did not have any additional off-balance sheet arrangements as of December 31, 2017.
208,478 195,500 190,100 186,400 Other ........................................................................
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS In the course of our business activities, we enter into a variety of contracts and commercial commitments. Some of these result in direct obligations reflected on our consolidated balance sheets while others are commitments, some firm and some based on uncertainties, not reflected in our underlying consolidated financial statements.
60,668 83,000 104,500 96,300 Total capital expenditures  
52
.................................  
 
$ 764,645 $ 760,000 $ 757,000 $ 750,000 We prepare these estimates for planning purposes and revise them from time to time. Actual expenditures will differ, perhaps materially, from our estimates due to changes following the closing of the proposed merger with Great Plains Energy, changing regulatory requirements, changing costs, delays or advances in engineering, construction or permitting, changes in the availability and cost of capital and other factors discussed in "Item IA. Risk Factors." We and our generating plant co-owners periodically evaluate these estimates and this may result in material changes in actual costs. 51 We will also need significant amounts of cash in the future to meet our long-term debt obligations.
Contractual Cash Obligations The following table summarizes the projected future cash payments for our contractual obligations existing as of December 31, 2017.
The principal amounts of our long-term debt maturities as of December 31, 2017, are as follows. Pension Obligation Long-term Year Long-term debt debt ofVIEs (In Thousands) 2018 *****************************  
Total       2018       2019 - 2020   2021 - 2022   Thereafter (In Thousands)
$ $ 28,534 2019 ............................ . 2020 ............................ . 2021 ............................ . 2022 ............................ . Thereafter  
Long-term debt (a) ............................................. $ 3,726,940 '$               $   550,000 $            $ 3,176,940 Long-term debt ofVIEs (a) ................................               109,967       28,534       62,591       18,842 Interest on long-term debt (b) ............................           2,690,450     159,357       288,564       253,014   1,989,515 Interest on long-term debt ofVIEs ....................                     4,948       2,295         2,427           226 Long-term debt, including interest .............                 6,532,305     190,186       903,582       272,082   5,166,455 Pension and post-retirement benefit expected contributions (c) ..........................................         41,900       41,900 Capital leases (d) ................................................     76,104       6,433       11,069         8,791     49,811 Operating leases (e) ............................................         58,659       18,132       22,674       11,953       5,900 Fossil fuel (f) ...................................................... 582,249     172,043       353,600       18,180       38,426 Nuclear fuel (g) ..................................................     199,813       4,207       72,503       42,427       80,676 Unconditional purchase obligations ...................                   283,345     257,544       22,629         3,172 Total contractual obligations (h) ................. $ 7,774,375               $ 690,445 $ 1,386,057   $   356,605 $ 5,341,268 (a) See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for individual maturities.
................... . Total maturities.....  
(b) We calculate interest on our variable rate debt based on the effective interest rates as of December 31, 2017.
$ 300,000 250,000 3,176,940 30,337 32,254 18,842 3,726,940  
(c) Our contribution amounts for future periods are not yet known. See Notes 12 and 13 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans" and "Wolf Creek Employee Benefit Plans," for additional information regarding pension and post-retirement benefits.
$ 109,967 ====== The amount we contribute to our pension plan for future periods is not yet known, however, in general we expect to fund our pension plan each year at least to a level equal to current year pension expense. We must also meet minimum funding requirements under the Employee Retirement Income Security Act, as amended by the Pension Protection Act. We may contribute additional amounts from time to time as deemed appropriate.
(d) Includes principal and interest on capital leases.
We contributed  
(e) Includes leases for operating facilities, operating equipment, office space, office equipment, vehicles and rail cars as well as other miscellaneous commitments.
$24:3 million to our pension trust in 2017 and $20.2 million in 2016. We expect to contribute approximately  
(f) Coal and natural gas commodity and transportation contracts.
$32.4 million in 2018. In 2017 and 2016, we also funded $12.0 million and $14.8 million, respectively, of Wolf Creek's pension plan contributions.
(g) Uranium concentrates, conversion, enrichment and fabrication.
In 2018, we plan to contribute  
(h) We have $1.8 million of unrecognized income tax benefits that are not included in this table because we cannot reasonably estimate the timing of the cash payments to taxing authorities assuming those unrecognized income tax benefits are settled at the amounts accrued as of December 31, 2017.
$8.9 million to fund Wolf Creek's pension plan contributions.
OTHER INFORMATION Changes in Prices See Note 4 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation," for information on our prices.
See Notes 12 and 13 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans" and "Wolf Creek Employee Benefit Plans," for additional discussion of Westar Energy and Wolf Creek benefit plans, respectively.
Wolf Creek Outage Wolf Creek normally operates on an 18-month planned refueling and maintenance outage schedule. As authorized by our regulators, incremental maintenance costs of planned refueling and maintenance outages are deferred and amortized ratably over the period between planned refueling and maintenance outages. In the fall of 2016, Wolf Creek underwent a planned refueling and maintenance outage. Our share of the outage costs was approximately $24.2 million. In early 2018, Wolf Creek is scheduled to undergo a planned maintenance outage. We expect our share of the outage to be approximately $21.8 million.
OFF-BALANCE SHEET ARRANGEMENTS We have off-balance sheet arrangements in the form of operating leases and letters of credit entered into in the ordinary course of business.
53
We did not have any additional off-balance sheet arrangements as of December 31, 2017. CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS In the course of our business activities, we enter into a variety of contracts and commercial commitments.
 
Some of these result in direct obligations reflected on our consolidated balance sheets while others are commitments, some firm and some based on uncertainties, not reflected in our underlying consolidated financial statements.
Stock-Based Compensation We use two types ofrestricted share units (RSUs) for our stock-based compensation awards; those with service requirements and those with performance measures. See Note 12 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans," for additional information. Total unrecognized compensation cost related to RSU awards with only service requirements was $4.7 million as of December 31, 2017, and, absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.7 years. Total unrecognized compensation cost related to RSU awards with performance measures was $3 .6 million as of December 31, 2017, and, absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.6 years. Upon consummation of the merger, all unrecognized compensation costs for outstanding RSU awards will be expensed on our income statement.
52 Contractual Cash Obligations The following table summarizes the projected future cash payments for our contractual obligations existing as of December 31, 2017. Total 2018 2019 -2020 2021 -2022 (In Thousands)
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our fuel procurement and energy marketing activities involve primary market risk exposures, including commodity price risk, credit risk and interest rate risk. Commodity price risk is the potential adverse price impact related to the purchase or sale of electricity and energy-related products. Credit risk is the potential adverse financial impact resulting from non-performance by a counterparty of its contractual obligations. Interest rate risk is the potential adverse financial impact related to changes in interest rates. In addition, our investments in trusts to fund nuclear plant decommissioning and to fund non-qualified retirement benefits give rise to security price risk. Many of the securities in these trusts are exposed to price fluctuations in the capital markets.
Long-term debt (a) .............................................  
Commodity Price Risk We engage in both financial and physical trading with the goal of managing our commodity price risk, enhancing system reliability and increasing profits. We procure and trade electricity, coal, natural gas and other energy-related products by utilizing energy commodity contracts and a variety of financial instruments, including futures contracts, options and swaps.
$ 3,726,940  
We use various types of fuel, including coal, natural gas, uranium and diesel to operate our plants and also purchase power to meet customer demand. Our prices and consolidated financial results are exposed to market risks from commodity price changes for electricity and other energy-related products as well as from interest rates. Volatility in these markets impacts our costs of purchased power, costs of fuel for our generating plants and our participation in energy markets. We strive to manage our customers' and our exposure to these market risks through regulatory, operating and financing activities and, when we deem appropriate, we economically hedge a portion of these risks through the use of derivative financial instruments for non-trading purposes.
'$ $ 550,000 $ Long-term debt ofVIEs (a) ................................
Factors that affect our commodity price exposure are the quantity and availability of fuel used for generation, the availability of our power plants and the quantity of electricity customers consume. Quantities of fossil fuel we use to generate electricity fluctuate from period to period based on availability, price and deliverability of a given fuel type, as well as planned and unscheduled outages at our generating plants that use fossil fuels. Our commodity price exposure is also affected by our nuclear plant refueling and maintenance schedule and the amount of electricity generated from our wind farms. Our customers' electricity usage also varies based on weather, the economy and other factors.
109,967 28,534 62,591 18,842 Interest on long-term debt (b) ............................
We trade various types of fuel primarily to reduce exposure related to the volatility of commodity prices. A significant portion of our coal requirements is purchased under long-term contracts to hedge much of the fuel exposure for customers. If we were unable to generate an adequate supply of electricity for our customers, we would purchase power in the wholesale market to the extent it is available, subject to possible transmission constraints, and/or implement curtailment or interruption procedures as permitted in our tariffs and terms and conditions of service.
2,690,450 159,357 288,564 253,014 Interest on long-term debt ofVIEs ....................
54
4,948 2,295 2,427 226 Long-term debt, including interest .............
 
6,532,305 190,186 903,582 272,082 Pension and post-retirement benefit expected contributions (c) ..........................................
One way we manage and measure the commodity price risk of our trading portfolio is by using a variance/covariance value-at-risk (VaR) model. In addition to VaR, we employ additional risk control processes such as stress testing, daily loss limits, credit limits and position limits. We expect to use similar control processes in the future. The use ofVaR requires assumptions, including the selection of a confidence level and a measure of volatility associated with potential losses and the estimated holding period. We express VaR as a potential dollar loss based on a 95% confidence level using a one-day holding period and a 20-day historical observation period. It is possible that actual results may differ significantly from assumptions.
41,900 41,900 Capital leases (d) ................................................
Accordingly, VaR may not accurately reflect our levels of exposure. The energy trading portfolio VaR amounts for 2017 and 2016 were as follows:
76,104 6,433 11,069 8,791 Operating leases ( e ) ............................................
2017          2016 (In Thousands)
58,659 18,132 22,674 11,953 Fossil fuel (f) ......................................................
High ............... $       273 $          644 Low ............... .                       123 Average ......... .           54            292 Interest Rate Risk We have entered into numerous fixed and variable rate debt obligations. For details, see Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt." We manage our interest rate risk related to these debt obligations by limiting our exposure to variable interest rate debt, diversifying maturity dates and entering into treasury yield hedge transactions. We may also use other financial derivative instruments such as interest rate swaps. We compute and present information about the sensitivity to changes in interest rates for variable rate debt and current maturities of fixed rate debt by assuming a 100 basis point change in the current interest rates applicable to such debt over the remaining time the debt is outstanding.
582,249 172,043 353,600 18,180 Nuclear fuel (g) ..................................................
We had approximately $426.2 million of variable rate debt and current maturities of fixed rate debt as of December 31, 2017. A 100 basis point change in interest rates applicable to this debt would impact income before income taxes on an annualized basis by approximately $4.2 million. As of December 31, 2017, we had $121.9 million of variable rate bonds insured by bond insurers. Interest rates payable under these bonds are normally set through periodic auctions. However, conditions in the credit markets over the past few years caused a dramatic reduction in the demand for auction bonds, which led to failed auctions. The contractual provisions of these securities set forth an indexing formula method by which interest will be paid in the event of an auction failure. Depending on the level of these reference indices, our interest costs may be higher or lower than what they would have been had the securities been auctioned successfully. Additionally, should insurers of those bonds experience a decrease in their credit ratings, such event could increase our borrowing costs. Furthermore, a decline in interest rates generally can serve to increase our pension and post-retirement benefit obligations.
199,813 4,207 72,503 42,427 Unconditional purchase obligations  
Security Price Risk We maintain the NDT, as required by the NRC and Kansas statute, to fund certain costs of nuclear plant decommissioning. As of December 31, 2017, investments in the NDT were allocated 51 % to equity securities, 29% to debt securities, 6% to combination debt/equity/other securities, 9% to alternative investments, 5% to real estate securities and less than 1% to cash equivalents. As of December 31, 2017 and 2016, the fair value of the NDT investments was $23 7 .1 million and $200.1 million, respectively. Changes in interest rates and/or other market changes resulting in a 10% decrease in the value of the securities would have resulted in a $23. 7 million decrease in the value of the NDT as of December 31, 2017.
...................
We also maintain a trust to fund non-qualified retirement benefits. As of December 31, 2017, investments in the trust were comprised of 80% debt securities, 20% combination debt/equity/other securities, and less than 1% cash equivalents. The fair value of the investments in this trust was $34.3 million as of December 31, 2017, and $34.5 million as of December 31, 2016. Changes in interest rates and/or other market changes resulting in a 10% decrease in the value of the securities would have resulted in a $3 .4 million decrease in the value of the trust as of December 31, 2017.
283,345 257,544 22,629 3,172 Total contractual obligations (h) .................  
By maintaining diversified portfolios of securities, we seek to optimize the returns to fund the aforementioned obligations within acceptable risk tolerances, including interest rate risk. However, many of the securities in the portfolios are exposed to price fluctuations in the capital markets. If the value of the securities diminishes, the cost of funding the obligations rises. We actively monitor the portfolios by benchmarking the performance of the investments against relevant indices and by maintaining and periodically reviewing the asset allocations in relation to established policy targets. Our exposure to security price risk related to the NDT is in part mitigated because we are currently allowed to recover decommissioning costs in the prices we charge our customers.
$ 7,774,375  
55
$ 690,445 $ 1,386,057  
 
$ 356,605 (a) See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for individual maturities. (b) We calculate interest on our variable rate debt based on the effective interest rates as of December 31, 2017. Thereafter
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS                                                                                                     PAGE Management's Report on Internal Control Over Financial Reporting                                                         57 Rep01ts oflndependent Registered Public Accounting Fi1111                                                               58 Financial Statements:
$ 3,176,940 1,989,515 5,166,455 49,811 5,900 38,426 80,676 $ 5,341,268 (c) Our contribution amounts for future periods are not yet known. See Notes 12 and 13 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans" and "Wolf Creek Employee Benefit Plans," for additional information regarding pension and post-retirement benefits. ( d) Includes principal and interest on capital leases. ( e) Includes leases for operating facilities, operating equipment, office space, office equipment, vehicles and rail cars as well as other miscellaneous commitments. (f) Coal and natural gas commodity and transportation contracts. (g) Uranium concentrates, conversion, enrichment and fabrication. (h) We have $1.8 million of unrecognized income tax benefits that are not included in this table because we cannot reasonably estimate the timing of the cash payments to taxing authorities assuming those unrecognized income tax benefits are settled at the amounts accrued as of December 31, 2017. OTHER INFORMATION Changes in Prices See Note 4 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation," for information on our prices. Wolf Creek Outage Wolf Creek normally operates on an 18-month planned refueling and maintenance outage schedule.
As authorized by our regulators, incremental maintenance costs of planned refueling and maintenance outages are deferred and amortized ratably over the period between planned refueling and maintenance outages. In the fall of 2016, Wolf Creek underwent a planned refueling and maintenance outage. Our share of the outage costs was approximately  
$24.2 million. In early 2018, Wolf Creek is scheduled to undergo a planned maintenance outage. We expect our share of the outage to be approximately  
$21.8 million. 53 Stock-Based Compensation We use two types ofrestricted share units (RSUs) for our stock-based compensation awards; those with service requirements and those with performance measures.
See Note 12 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans," for additional information.
Total unrecognized compensation cost related to RSU awards with only service requirements was $4.7 million as of December 31, 2017, and, absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.7 years. Total unrecognized compensation cost related to RSU awards with performance measures was $3 .6 million as of December 31, 2017, and, absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.6 years. Upon consummation of the merger, all unrecognized compensation costs for outstanding RSU awards will be expensed on our income statement.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our fuel procurement and energy marketing activities involve primary market risk exposures, including commodity price risk, credit risk and interest rate risk. Commodity price risk is the potential adverse price impact related to the purchase or sale of electricity and energy-related products.
Credit risk is the potential adverse financial impact resulting from performance by a counterparty of its contractual obligations.
Interest rate risk is the potential adverse financial impact related to changes in interest rates. In addition, our investments in trusts to fund nuclear plant decommissioning and to fund qualified retirement benefits give rise to security price risk. Many of the securities in these trusts are exposed to price fluctuations in the capital markets. Commodity Price Risk We engage in both financial and physical trading with the goal of managing our commodity price risk, enhancing system reliability and increasing profits. We procure and trade electricity, coal, natural gas and other energy-related products by utilizing energy commodity contracts and a variety of financial instruments, including futures contracts, options and swaps. We use various types of fuel, including coal, natural gas, uranium and diesel to operate our plants and also purchase power to meet customer demand. Our prices and consolidated financial results are exposed to market risks from commodity price changes for electricity and other energy-related products as well as from interest rates. Volatility in these markets impacts our costs of purchased power, costs of fuel for our generating plants and our participation in energy markets. We strive to manage our customers' and our exposure to these market risks through regulatory, operating and financing activities and, when we deem appropriate, we economically hedge a portion of these risks through the use of derivative financial instruments for non-trading purposes.
Factors that affect our commodity price exposure are the quantity and availability of fuel used for generation, the availability of our power plants and the quantity of electricity customers consume. Quantities of fossil fuel we use to generate electricity fluctuate from period to period based on availability, price and deliverability of a given fuel type, as well as planned and unscheduled outages at our generating plants that use fossil fuels. Our commodity price exposure is also affected by our nuclear plant refueling and maintenance schedule and the amount of electricity generated from our wind farms. Our customers' electricity usage also varies based on weather, the economy and other factors. We trade various types of fuel primarily to reduce exposure related to the volatility of commodity prices. A significant portion of our coal requirements is purchased under long-term contracts to hedge much of the fuel exposure for customers.
If we were unable to generate an adequate supply of electricity for our customers, we would purchase power in the wholesale market to the extent it is available, subject to possible transmission constraints, and/or implement curtailment or interruption procedures as permitted in our tariffs and terms and conditions of service. 54 One way we manage and measure the commodity price risk of our trading portfolio is by using a variance/covariance value-at-risk (VaR) model. In addition to VaR, we employ additional risk control processes such as stress testing, daily loss limits, credit limits and position limits. We expect to use similar control processes in the future. The use ofVaR requires assumptions, including the selection of a confidence level and a measure of volatility associated with potential losses and the estimated holding period. We express VaR as a potential dollar loss based on a 95% confidence level using a one-day holding period and a 20-day historical observation period. It is possible that actual results may differ significantly from assumptions.
Accordingly, VaR may not accurately reflect our levels of exposure.
The energy trading portfolio VaR amounts for 2017 and 2016 were as follows: High ...............  
$ Low ............... . Average ......... . Interest Rate Risk 2017 2016 (In Thousands) 273 $ 54 644 123 292 We have entered into numerous fixed and variable rate debt obligations.
For details, see Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt." We manage our interest rate risk related to these debt obligations by limiting our exposure to variable interest rate debt, diversifying maturity dates and entering into treasury yield hedge transactions.
We may also use other financial derivative instruments such as interest rate swaps. We compute and present information about the sensitivity to changes in interest rates for variable rate debt and current maturities of fixed rate debt by assuming a 100 basis point change in the current interest rates applicable to such debt over the remaining time the debt is outstanding.
We had approximately  
$426.2 million of variable rate debt and current maturities of fixed rate debt as of December 31, 2017. A 100 basis point change in interest rates applicable to this debt would impact income before income taxes on an annualized basis by approximately  
$4.2 million. As of December 31, 2017, we had $121.9 million of variable rate bonds insured by bond insurers.
Interest rates payable under these bonds are normally set through periodic auctions.
However, conditions in the credit markets over the past few years caused a dramatic reduction in the demand for auction bonds, which led to failed auctions.
The contractual provisions of these securities set forth an indexing formula method by which interest will be paid in the event of an auction failure. Depending on the level of these reference indices, our interest costs may be higher or lower than what they would have been had the securities been auctioned successfully.
Additionally, should insurers of those bonds experience a decrease in their credit ratings, such event could increase our borrowing costs. Furthermore, a decline in interest rates generally can serve to increase our pension and post-retirement benefit obligations.
Security Price Risk We maintain the NDT, as required by the NRC and Kansas statute, to fund certain costs of nuclear plant decommissioning.
As of December 31, 2017, investments in the NDT were allocated 51 % to equity securities, 29% to debt securities, 6% to combination debt/equity/other securities, 9% to alternative investments, 5% to real estate securities and less than 1 % to cash equivalents.
As of December 31, 2017 and 2016, the fair value of the NDT investments was $23 7 .1 million and $200.1 million, respectively.
Changes in interest rates and/or other market changes resulting in a 10% decrease in the value of the securities would have resulted in a $23. 7 million decrease in the value of the NDT as of December 31, 2017. We also maintain a trust to fund non-qualified retirement benefits.
As of December 31, 2017, investments in the trust were comprised of 80% debt securities, 20% combination debt/equity/other securities, and less than 1 % cash equivalents.
The fair value of the investments in this trust was $34.3 million as of December 31, 2017, and $34.5 million as of December 31, 2016. Changes in interest rates and/or other market changes resulting in a 10% decrease in the value of the securities would have resulted in a $3 .4 million decrease in the value of the trust as of December 31, 2017. By maintaining diversified portfolios of securities, we seek to optimize the returns to fund the aforementioned obligations within acceptable risk tolerances, including interest rate risk. However, many of the securities in the portfolios are exposed to price fluctuations in the capital markets. If the value of the securities diminishes, the cost of funding the obligations rises. We actively monitor the portfolios by benchmarking the performance of the investments against relevant indices and by maintaining and periodically reviewing the asset allocations in relation to established policy targets. Our exposure to security price risk related to the NDT is in part mitigated because we are currently allowed to recover decommissioning costs in the prices we charge our customers.
55 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS Management's Report on Internal Control Over Financial Reporting Rep01ts oflndependent Registered Public Accounting Fi1111 Financial Statements:
Westar Energy, Inc. and Subsidiaries:
Westar Energy, Inc. and Subsidiaries:
Consolidated Balance Sheets as of December 31, 20 I 7 and 2016 Consolidated Statements of Income for the years ended December 31, 2017, 2016, and 2015 Consolidated Statements of Cash Flows for the vears ended December 31, 2017, 2016, and 2015 Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016, and. 2015 Notes to Consolidated Financial Statements  
Consolidated Balance Sheets as of December 31, 20 I 7 and 2016 Consolidated Statements of Income for the years ended December 31, 2017, 2016, and 2015 Consolidated Statements of Cash Flows for the vears ended December 31, 2017, 2016, and 2015 Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016, and. 2015           63 Notes to Consolidated Financial Statements                                                                           64
: 1. Description of Business 2. Summary of Significant Accounting Policies 3. Pending Merger 4. Rate Matters and Regulation  
: 1. Description of Business                                                                                     64
: 5. Financial Instruments and Trading Securities  
: 2. Summary of Significant Accounting Policies                                                                 64
: 6. Financial Investments  
: 3. Pending Merger                                                                                             70
: 7. Propertv, Plant and Equipment  
: 4. Rate Matters and Regulation                                                                                 72
: 8. Joint Ownership of Utility Plant 9. Short-Te1m Debt 10. Long-Tenn Debt 11. Taxes 12. Employee Benefit Plans I 3. Wolf Creek Employee Benefit Plans 14. Commitments and Contingencies  
: 5. Financial Instruments and Trading Securities                                                               76
: 15. Asset Retirement Obligations*  
: 6. Financial Investments                                                                                       79
: 16. Legal Proceedings  
: 7. Propertv, Plant and Equipment                                                                               fil
: 17. Common Stock 18. Va1iable Interest Entities 19. Leases 20. Quarterly Results (Unaudited)
: 8. Joint Ownership of Utility Plant                                                                           82
Financial Schedules:
: 9. Short-Te1m Debt                                                                                             82
Schedule II-Valuation and QualifvingAccounts SCHEDULES OMITTED PAGE 57 58 63 64 64 64 70 72 76 79 fil 82 82 84 86 89 98 103 108 11.Q ill 112 ill ill 122 The following schedules are omitted because of the absence of the conditions under which they are required or the information is included in our consolidated financial statements and schedules presented:
: 10. Long-Tenn Debt                                                                                             84
I, ill, IV and V. 56 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING We are responsible for establishing and maintaining adequate internal control over financial reporting.
: 11. Taxes                                                                                                     86
Internal control over financial reporting is defined in Rules 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, 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 (GAAP) and includes those policies and procedures that:
: 12. Employee Benefit Plans                                                                                     89 I 3. Wolf Creek Employee Benefit Plans                                                                         98
: 14. Commitments and Contingencies                                                                             103
: 15. Asset Retirement Obligations*                                                                             108
: 16. Legal Proceedings                                                                                         11.Q
: 17. Common Stock                                                                                             ill
: 18. Va1iable Interest Entities                                                                               112
: 19. Leases                                                                                                   ill
: 20. Quarterly Results (Unaudited)                                                                             ill Financial Schedules:
Schedule II-Valuation and QualifvingAccounts                                                                       122 SCHEDULES OMITTED The following schedules are omitted because of the absence of the conditions under which they are required or the information is included in our consolidated financial statements and schedules presented:
I, ill, IV and V.
56
 
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, 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 (GAAP) and includes those policies and procedures that:
* Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
* Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, we used the criteria set forth in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, we used the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, we concluded that, as of December 31, 2017, our internal control over financial reporting is effective based on those criteria. Our independent
Based on the assessment, we concluded that, as of December 31, 2017, our internal control over financial reporting is effective based on those criteria.
Our independent registered public accounting firm has issued an audit report on the company's internal control over financial reporting.
57 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Short-term debt, net ..................................................................................................................... . (91,328) 116,162 (7,300) Proceeds from long-term debt ...................................................................................................... . 296,215 396,290 543,881 Proceeds from long-term debt of variable interest entities .......................................................... . 162,048 Retirements of long-term debt ..................................................................................................... . (125,000)  
Short-term debt, net ..................................................................................................................... .         (91,328)           116,162         (7,300)
(50,000) (635,891)
Proceeds from long-term debt ...................................................................................................... .                 296,215           396,290       543,881 Proceeds from long-term debt of variable interest entities .......................................................... .                                                 162,048 Retirements of long-term debt ..................................................................................................... .               (125,000)           (50,000)     (635,891)
Retirements oflong-term debt of variable interest entities .......................................................... . (26,840) (190,357)  
Retirements oflong-term debt of variable interest entities .......................................................... .                               (26,840)         (190,357)       (27,933)
(27,933) Repayment of capital leases ......................................................................................................... . (3,530) (3,104) (2,591) Borrowings against cash surrender value of corporate-owned life insurance  
Repayment of capital leases ......................................................................................................... .                 (3,530)           (3,104)       (2,591)
............................. . 55,094 57,850 59,431 Repayment of borrowings against cash surrender value of corporate-owned life insurance  
Borrowings against cash surrender value of corporate-owned life insurance ............................. .                                             55,094             57,850         59,431 Repayment of borrowings against cash surrender value of corporate-owned life insurance ...... .                                                         (1,008)         (89,284)       (64,593)
...... . (1,008) (89,284) (64,593) Issuance of common stock ........................................................................................................... . 659 2,439 257,998 Distributions to shareholders of non controlling interests  
Issuance of common stock ........................................................................................................... .                     659             2,439       257,998 Distributions to shareholders of non controlling interests ............................................................ .                               (5,760)           (2,550)       (1,076)
............................................................ . (5,760) (2,550) (1,076) Cash dividends paid ..................................................................................................................... . (223,117)  
Cash dividends paid ..................................................................................................................... .         (223,117)         (204,340)     (186,120)
(204,340)  
Other financing activities .............................................................................................................. - - - - - -(7,023)
(186,120)  
                                                                                                                                                          --'-             (4,979)       (3,277)
(7,023) Other financing activities  
Cash Flows (used in) from Financing Activities ............................................................... - - - ~ (131,638)            -'--'-             190,175       (67,471)
..............................................................................................................  
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..................................... .                                                                 366             (165)       (1,325)
--------'-
CASH AND CASH EQUIVALENTS:
(4,979) (3,277) (131,638)
Beginning of period ...................................................................................................................... - - - -3,066  --               3,231         4,556 End of period.................................................................................................................................           3 432  $
Cash Flows (used in) from Financing Activities  
                                                                                                                                                =$========= =====~::::::::::::::::: $
...............................................................  
3 066 ==========
---~-'--'-
3 231 The accompanying notes are an integral part of these consolidated financial statements.
190,175 (67,471) NET INCREASE (DECREASE)
62
IN CASH AND CASH EQUIVALENTS  
 
..................................... . 366 (165) (1,325) CASH AND CASH EQUIVALENTS:
WESTAR ENERGY, INC.
3,066 Beginning of period ......................................................................................................................  
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Dollars in Thousands, Except Per Share Amounts)
------3,231 4,556 End of period .................................................................................................................................  
Westar Energy, Inc. Shareholders Non-Common         Common           Paid-in     Retained   controlling     Total stock shares       stock         capital     earnings     interests     equity Balance as of December 31, 2014 ......                     131,687,454   $   658,437     $ 1,781,120   $   855,299 $     6,451 $ 3,301,307 Net income ...........................................                                                     291,929         9,867     301,796 Issuance of stock ..................................         9,249,986         46,250       211,748                                 257,998 Issuance of stock for compensation and reinvested dividends ...............                   415,986         2,080           8,373                                   10,453 Tax withholding related to stock compensation .................................                                             (3,277)                                 (3,277)
=$=========  
Dividends declared on common stock
=====~:::::::::::::::::  
($1.44 per share) ............................                                                       (201,398)                 (201,398)
==========
Stock compensation expense ...............                                                       8,250                                   8,250 Tax benefit on stock compensation ......                                                         1,307                                   1,307 Distributions to shareholders of noncontrolling interests .................                                                                           (1,076)       (1,076)
3 432 $ 3 066 $ 3 231 The accompanying notes are an integral part of these consolidated financial statements.
Other ....................................................                                     (3,397)                                 (3,397)
62 WESTAR ENERGY, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Dollars in Thousands, Except Per Share Amounts) Westar Energy, Inc. Shareholders Non-Common Common Paid-in Retained controlling Total stock shares stock capital earnings interests equity Balance as of December 31, 2014 ...... 131,687,454  
Balance as of December 31, 2015 ......                     141,353,426       706,767       2,004,124       945,830       15,242   3,671,963 Net income ...........................................                                                     346,577       14,623     361,200 Issuance of stock ..................................             48,101           241           2,198                                   2,439 Issuance of stock for compensation and reinvested dividends ...............                   389,626          1,948          7,737                                    9,685 Tax withholding related to stock compensation .................................                                             (4,979)                                  (4,979)
$ 658,437 $ 1,781,120  
Dividends declared on common stock
$ 855,299 $ 6,451 $ 3,301,307 Net income ...........................................
($1.52 per share) ............................                                                         (217,131)                 (217,131)
291,929 9,867 301,796 Issuance of stock ..................................
Stock compensation expense ...............                                                       9,237                                   9,237 Distributions to shareholders of noncontrolling interests .................                                                                             (2,550)     (2,550)
9,249,986 46,250 211,748 257,998 Issuance of stock for compensation and reinvested dividends  
Cumulative effect of accounting change - stock compensation ........                                                                     3,326                       3,326 Balance as of December 31, 2016 ......                     141,791,153       708,956       2,018,317     1,078,602       27,315     3,833,190 Net income ...........................................                                                     323,920       12,632     336,552 Issuance of stock ......................... :........           12,131             61             598                                     659 Issuance of stock for compensation and reinvested dividends ...............                   290,991           1,454           3,635                                   5,089 Tax withholding related to stock compensation .................................                                             (7,023)                                 (7,023)
...............
Dividends declared on common stock
415,986 2,080 8,373 10,453 Tax withholding related to stock compensation  
($1.60 per share) ............................                                                         (229,267)                 (229,267)
.................................  
Stock compensation expense ...............                                                       8,869                                   8,869 Deconsolidation of noncontrolling interests .........................................                                                                 (81,872)     (81,872)
(3,277) (3,277) Dividends declared on common stock ($1.44 per share) ............................  
Distributions to shareholders of noncontrolling interests .................                                                                             (5,760)     (5,760)
(201,398)  
Balance as of December 31, 2017 ......                     142,094,275   $   710,471   $2,024,396     $1,173,255   $   (47,685) $ 3,860,437 The accompanying notes are an integral part of these consolidated financial statements.
(201,398)
63
Stock compensation expense ...............
 
8,250 8,250 Tax benefit on stock compensation  
WESTAR ENERGY, INC.
...... 1,307 1,307 Distributions to shareholders of noncontrolling interests  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
.................  
: 1. DESCRIPTION OF BUSINESS We are the largest electric utility in Kansas. Unless the context otherwise indicates, all references in this Annual Report on Form 10-K to "the Company," "we," "us," "our" and similar words are to Westar Energy, Inc. and its consolidated subsidiaries. The term "Westar Energy" refers to Westar Energy, Inc., a Kansas corporation incorporated in 1924, alone and not together with its consolidated subsidiaries.
(1,076) (1,076) Other ....................................................  
We provide electric generation, transmission and distribution services to approximately 708,000 customers in Kansas.
(3,397) (3,397) Balance as of December 31, 2015 ...... 141,353,426 706,767 2,004,124 945,830 15,242 3,671,963 Net income ...........................................
Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson. Kansas Gas and Electric Company (KGE), Westar Energy's wholly-owned subsidiary, provides these services in south-central and so.utheastem Kansas, including the city of Wichita. Both Westar Energy and KGE conduct business using the name Westar Energy. Our corporate headquarters is located at 818 South Kansas Avenue, Topeka, Kansas 66612.
346,577 14,623 361,200 Issuance of stock ..................................
: 2.  
48,101 241 2,198 2,439 Issuance of stock for compensation 389,626 1,948 7,737 9,685 and reinvested dividends  
...............
Tax withholding related to stock (4,979) (4,979) compensation  
.................................
Dividends declared on common stock ($1.52 per share) ............................  
(217,131)  
(217,131)
Stock compensation expense ...............
9,237 9,237 Distributions to shareholders of noncontrolling interests  
.................  
(2,550) (2,550) Cumulative effect of accounting change -stock compensation  
........ 3,326 3,326 Balance as of December 31, 2016 ...... 141,791,153 708,956 2,018,317 1,078,602 27,315 3,833,190 Net income ...........................................
323,920 12,632 336,552 Issuance of stock .........................  
: ........ 12,131 61 598 659 Issuance of stock for compensation and reinvested dividends  
...............
290,991 1,454 3,635 5,089 Tax withholding related to stock compensation  
.................................  
(7,023) (7,023) Dividends declared on common stock ($1.60 per share) ............................  
(229,267)  
(229,267)
Stock compensation expense ...............
8,869 8,869 Deconsolidation of noncontrolling interests  
.........................................  
(81,872) (81,872) Distributions to shareholders of non controlling interests  
.................  
(5,760) (5,760) Balance as of December 31, 2017 ...... 142,094,275  
$ 710,471 $2,024,396  
$1,173,255  
$ (47,685) $ 3,860,437 The accompanying notes are an integral part of these consolidated financial statements.
63 WESTAR ENERGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
: 1. DESCRIPTION OF BUSINESS We are the largest electric utility in Kansas. Unless the context otherwise indicates, all references in this Annual Report on Form 10-K to "the Company," "we," "us," "our" and similar words are to Westar Energy, Inc. and its consolidated subsidiaries.
The term "Westar Energy" refers to Westar Energy, Inc., a Kansas corporation incorporated in 1924, alone and not together with its consolidated subsidiaries.
We provide electric generation, transmission and distribution services to approximately 708,000 customers in Kansas. Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson.
Kansas Gas and Electric Company (KGE), Westar Energy's wholly-owned subsidiary, provides these services in south-central and so.utheastem Kansas, including the city of Wichita. Both Westar Energy and KGE conduct business using the name Westar Energy. Our corporate headquarters is located at 818 South Kansas Avenue, Topeka, Kansas 66612. 2.  


==SUMMARY==
==SUMMARY==
OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation We prepare our consolidated  
OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation We prepare our consolidated :financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions, majority owned subsidiaries and variable interest entities (VIEs) of which we maintain a controlling interest or are the primary beneficiary reported as a single reportable segment. Undivided interests in jointly-owned generation facilities are included on a proportionate basis. Intercompany accounts and transactions have been eliminated in consolidation.
:financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions, majority owned subsidiaries and variable interest entities (VIEs) of which we maintain a controlling interest or are the primary beneficiary reported as a single reportable segment. Undivided interests in jointly-owned generation facilities are included on a proportionate basis. Intercompany accounts and transactions have been eliminated in consolidation.
Use of Management's Estimates When we prepare our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, including those related to depreciation, unbilled revenue, valuation of investments, forecasted fuel costs included in our retail energy cost adjustment billed to customers, income taxes, pension and post-retirement benefits, our asset retirement obligations (AROs) including the decommissioning of Wolf Creek Generating Station (Wolf Creek), environmental issues, VIEs, contingencies and litigation. Actual results may differ from those estimates under different assumptions or conditions.
Use of Management's Estimates When we prepare our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, including those related to depreciation, unbilled revenue, valuation of investments, forecasted fuel costs included in our retail energy cost adjustment billed to customers, income taxes, pension and post-retirement benefits, our asset retirement obligations (AR Os) including the decommissioning of Wolf Creek Generating Station (Wolf Creek), environmental issues, VIEs, contingencies and litigation.
Regulatory Accounting We apply accounting standards that recognize the economic effects of rate regulation. Accordingly, we have recorded regulatory assets and liabilities when required by a regulatory order or based on regulatory precedent. See Note 4, "Rate Matters and Regulation," for additional information regarding our regulatory assets and liabilities.
Actual results may differ from those estimates under different assumptions or conditions.
Regulatory Accounting We apply accounting standards that recognize the economic effects of rate regulation.
Accordingly, we have recorded regulatory assets and liabilities when required by a regulatory order or based on regulatory precedent.
See Note 4, "Rate Matters and Regulation," for additional information regarding our regulatory assets and liabilities.
Cash and Cash Equivalents We consider investments that are highly liquid and have maturities of three months or less when purchased to be cash equivalents.
Cash and Cash Equivalents We consider investments that are highly liquid and have maturities of three months or less when purchased to be cash equivalents.
64 Fuel Inventory and Supplies We state fuel inventory and supplies at average cost. Following are the balances for fuel inventory and supplies stated separately.
64
As of December 31, 2017 2016 (In Thousands)
 
Fuel inventory..............  
Fuel Inventory and Supplies We state fuel inventory and supplies at average cost. Following are the balances for fuel inventory and supplies stated separately.
$ 94,039 $ 107,086 Supplies .....................  
As of December 31, 2017               2016 (In Thousands)
.. 199,523 193,039 ------Fuel inventory and supplies ................  
Fuel inventory.............. $                   94,039   $     107,086 Supplies ..................... ..             199,523           193,039 Fuel inventory and supplies ................ $           293,562     $     300,125
$ 293,562 $ 300,125 ====== Property, Plant and Equipment We record the value of property, plant and equipment, including that ofVIEs, at cost. For plant, cost includes contracted services, direct labor and materials, indirect charges for engineering and supervision and an allowance for funds used during construction (AFUDC). AFUDC represents the allowed cost of capital used to finance utility construction activity.
                                                                                                        ======
We compute AFUDC by applying a composite rate to qualified construction work in progress.
Property, Plant and Equipment We record the value of property, plant and equipment, including that ofVIEs, at cost. For plant, cost includes contracted services, direct labor and materials, indirect charges for engineering and supervision and an allowance for funds used during construction (AFUDC). AFUDC represents the allowed cost of capital used to finance utility construction activity.
We credit other income (for equity funds) and interest expense (for borrowed funds) for the amount of AFUDC capitalized as construction cost on the accompanying consolidated statements of income as follows: Year Ended December 31, 2017 2016 2015 (Dollars In Thousands)
We compute AFUDC by applying a composite rate to qualified construction work in progress. We credit other income (for equity funds) and interest expense (for borrowed funds) for the amount of AFUDC capitalized as construction cost on the accompanying consolidated statements of income as follows:
Borrowed funds .................  
Year Ended December 31, 2017                         2016             2015 (Dollars In Thousands)
$ 5,605 $ 9,964 $ 3,505 Equity funds .......................
Borrowed funds ................. $                   5,605         $           9,964   $         3,505 Equity funds .......................                 1,996                   11,630             2,075 Total .............................. $           7,601         $         21,594   $         5,580 Average AFUDC Rates ......                               2.3%                   4.2%               2.7%
1,996 11,630 2,075 Total ..............................  
We charge maintenance costs and replacements of minor items of property to expense as incurred, except for maintenance costs incurred for our planned refueling and maintenance outages at Wolf Creek. As authorized by regulators, we defer and amortize to expense ratably over the period between planned outages incremental maintenance costs incurred for such outages. When a unit of depreciable property is retired, we charge to accumulated depreciation the original cost less salvage value.
$ 7,601 $ 21,594 $ 5,580 Average AFUDC Rates ...... 2.3% 4.2% 2.7% We charge maintenance costs and replacements of minor items of property to expense as incurred, except for maintenance costs incurred for our planned refueling and maintenance outages at Wolf Creek. As authorized by regulators, we defer and amortize to expense ratably over the period between planned outages incremental maintenance costs incurred for such outages. When a unit of depreciable property is retired, we charge to accumulated depreciation the original cost less salvage value. Depreciation We depreciate utility plant using a straight-line method. The depreciation rates are based on an average annual composite basis using group rates that approximated 2.5% in 2017, 2.4% in 2016 and 2.5% in 2015. Depreciable lives of property, plant and equipment are as follows. Years Fossil fuel generating facilities  
Depreciation We depreciate utility plant using a straight-line method. The depreciation rates are based on an average annual composite basis using group rates that approximated 2.5% in 2017, 2.4% in 2016 and 2.5% in 2015.
...........
Depreciable lives of property, plant and equipment are as follows.
6 to 78 Nuclear fuel generating facility ..........
Years Fossil fuel generating facilities ...........               6 to 78 Nuclear fuel generating facility ..........               55 to 71 Wind generating facilities ...................             19 to 20 Transmission facilities ........................           15 to 67 Distribution facilities ..........................         22 to 68 Other ................................................... 5 to 30 65
55 to 71 Wind generating facilities  
 
...................
Nuclear Fuel We record as property, plant and equipment our share of the cost of nuclear fuel used in the process of refinement, conversion, enrichment and fabrication. We reflect this at original cost and amortize such amounts to fuel expense based on the quantity of heat consumed during the generation of electricity as measured in millions of British thermal units. The accumulated amortization of nuclear fuel in the reactor was $72.2 million as of December 31, 2017, and $40.0 million as of December 31, 2016. The cost of nuclear fuel charged to fuel and purchased power expense was $32.2 million in 2017,
19 to 20 Transmission facilities  
$26.8 million in 2016 and $27.3 million in 2015.
........................
Cash Surrender Value of Life Insurance We recorded on our consolidated balance sheets in other long-term assets the following amounts related to corporate-owned life insurance (COLI) policies.
15 to 67 Distribution facilities  
As ofDecember 31, 2017             2016 (In Thousands)
..........................
Cash surrender value of policies .... .... .. .. .. .. ... . $ 1,320,695 $ 1,267,349 Borrowings against policies .......................... .       (1,189,212)     (1,137,360)
22 to 68 Other ...................................................
Corporate-owned life insurance, net ....... $               131,483   $     129,989
5 to 30 65 Nuclear Fuel We record as property, plant and equipment our share of the cost of nuclear fuel used in the process of refinement, conversion, enrichment and fabrication.
                                                                                                      ======
We reflect this at original cost and amortize such amounts to fuel expense based on the quantity of heat consumed during the generation of electricity as measured in millions of British thermal units. The accumulated amortization of nuclear fuel in the reactor was $72.2 million as of December 31, 2017, and $40.0 million as of December 31, 2016. The cost of nuclear fuel charged to fuel and purchased power expense was $32.2 million in 2017, $26.8 million in 2016 and $27.3 million in 2015. Cash Surrender Value of Life Insurance We recorded on our consolidated balance sheets in other long-term assets the following amounts related to owned life insurance (COLI) policies.
We record as income increases in cash surrender value and death benefits. We offset against policy income the interest expense that we incur on policy loans. Income from death benefits is highly variable from period to period.
As ofDecember 31, 2017 2016 (In Thousands)
Revenue Recognition We record revenue at the time we deliver electricity to customers. We determine the amounts delivered to individual customers through systematic monthly readings of customer meters. At the end of each month, we estimate how much electricity we have delivered since the prior meter reading and record the corresponding unbilled revenue.
Cash surrender value of policies .... .... .. .. .. .. ... . $ 1,320,695  
Our unbilled revenue estimate is affected by factors including fluctuations in energy demand, weather, line losses and changes in the composition of customer classes. We recorded estimated unbilled revenue of $7 6. 7 million as of December 31, 2017, and $74.4 million as of December 31, 2016 within accounts receivable.
$ 1,267,349 Borrowings against policies .......................... . (1,189,212)  
Allowance for Doubtful Accounts We determine our allowance for doubtful accounts based on the age of our receivables. We charge receivables off when they are deemed uncollectible, which is based on a number of factors including specific facts surrounding an account and management's judgment.
(1,137,360)
Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, we recognize deferred income tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. We recognize future tax benefits to the extent that realization of such benefits is more likely than not. With the passage of the Tax Cuts and Jobs Act (TCJA) in December 2017, we were required to remeasure deferred income tax assets and liabilities at the lower 21 % corporate tax rate and defer the amount of excess deferred taxes previously collected from our customers to a regulatory liability, the majority of which will be amortized to income over a period generally corresponding to the life of our plant assets. We amortize deferred investment tax credits over the lives of the related properties as required by tax laws and regulatory practices. We recognize production tax credits in the year that electricity is generated to the extent that realization of such benefits is more likely than not.
Corporate-owned life insurance, net . . . . . . . $ 131,483 $ 129,989 ====== We record as income increases in cash surrender value and death benefits.
We record deferred income tax assets to the extent capital losses, net operating losses or tax credits will be carried forward to future periods. However, when we believe based on available evidence that we do not, or will not, have sufficient future capital gains or taxable income in the appropriate taxing jurisdiction to realize the entire benefit during the applicable carryforward period, we record a valuation allowance against the deferred income tax asset.
We offset against policy income the interest expense that we incur on policy loans. Income from death benefits is highly variable from period to period. Revenue Recognition We record revenue at the time we deliver electricity to customers.
66
We determine the amounts delivered to individual customers through systematic monthly readings of customer meters. At the end of each month, we estimate how much electricity we have delivered since the prior meter reading and record the corresponding unbilled revenue. Our unbilled revenue estimate is affected by factors including fluctuations in energy demand, weather, line losses and changes in the composition of customer classes. We recorded estimated unbilled revenue of $7 6. 7 million as of December 31, 2017, and $7 4.4 million as of December 31, 2016 within accounts receivable.
 
Allowance for Doubtful Accounts We determine our allowance for doubtful accounts based on the age of our receivables.
The application of income tax law is complex. Laws and regulations in this area are voluminous and often ambiguous.
We charge receivables off when they are deemed uncollectible, which is based on a number of factors including specific facts surrounding an account and management's judgment.
Accordingly, we must make judgments regarding income tax exposure. Interpretations of and guidance surrounding income tax laws and regulations change over time. As a result, changes in our judgments can materially affect amounts we recognize in our consolidated financial statements. See Note 11, "Taxes," for additional detail on our accounting for income taxes.
Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, we recognize deferred income tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.
Sales Tax We account for the collection and remittance of sales tax on a net basis. As a result, we do not reflect sales tax in our consolidated statements of income.
We recognize future tax benefits to the extent that realization of such benefits is more likely than not. With the passage of the Tax Cuts and Jobs Act (TCJA) in December 2017, we were required to remeasure deferred income tax assets and liabilities at the lower 21 % corporate tax rate and defer the amount of excess deferred taxes previously collected from our customers to a regulatory liability, the majority of which will be amortized to income over a period generally corresponding to the life of our plant assets. We amortize deferred investment tax credits over the lives of the related properties as required by tax laws and regulatory practices.
Earnings Per Share We have participating securities in the form ofunvested restricted share units (RSUs) with nonforfeitable rights to dividend equivalents that receive dividends on an equal basis with dividends declared on common shares. As a result, we apply the two-class method of computing basic and diluted earnings per share (EPS).
We recognize production tax credits in the year that electricity is generated to the extent that realization of such benefits is more likely than not. We record deferred income tax assets to the extent capital losses, net operating losses or tax credits will be carried forward to future periods. However, when we believe based on available evidence that we do not, or will not, have sufficient future capital gains or taxable income in the appropriate taxing jurisdiction to realize the entire benefit during the applicable carryforward period, we record a valuation allowance against the deferred income tax asset. 66 The application of income tax law is complex. Laws and regulations in this area are voluminous and often ambiguous.
To compute basic EPS, we divide the earnings allocated to common stock by the weighted average number of common shares outstanding. Diluted EPS includes the effect of issuable common shares resulting from our forward sale agreements, if any, and RSUs with forfeitable rights to dividend equivalents. We compute the dilutive effect of potential issuances of common shares using the treasury stock method.
Accordingly, we must make judgments regarding income tax exposure.
The following table reconciles our basic and diluted EPS from net income.
Interpretations of and guidance surrounding income tax laws and regulations change over time. As a result, changes in our judgments can materially affect amounts we recognize in our consolidated financial statements.
Year Ended December 31, 2017           2016             2015 (Dollars In Thousands, Except Per Share Amounts)
See Note 11, "Taxes," for additional detail on our accounting for income taxes. Sales Tax We account for the collection and remittance of sales tax on a net basis. As a result, we do not reflect sales tax in our consolidated statements of income. Earnings Per Share We have participating securities in the form ofunvested restricted share units (RSUs) with nonforfeitable rights to dividend equivalents that receive dividends on an equal basis with dividends declared on common shares. As a result, we apply the two-class method of computing basic and diluted earnings per share (EPS). To compute basic EPS, we divide the earnings allocated to common stock by the weighted average number of common shares outstanding.
Net income .................................................................................................. . $     336,552 $       361,200 $       301,796 Less: Net income attributable to noncontrolling interests ......................... .                                 12,632           14,623           9,867 Net income attributable to Westar Energy, Inc ........................................... .                           323,920         346,577         291,929 Less: Net income allocated to RSUs ......................................................... .                             584             714             646 Net income allocated to common stock. ..................................................... . $                       323,336   $     345,863   $     291,283 Weighted average equivalent common shares outstanding- basic ............ .                                       142,463,831     142,067,558     137,957,515 Effect of dilutive securities:
Diluted EPS includes the effect of issuable common shares resulting from our forward sale agreements, if any, and RSU s with forfeitable rights to dividend equivalents.
RSUs .................................................................................................. .         96,363         407,123         299,198 Forward sale agreements ................................................................... .                                                   1,021,510 Weighted average equivalent common shares outstanding- diluted (a) .... .                                         142,560,194     142,474,681     139,278,223 Earnings per common share, basic ............................................................. . $                       2.27   $         2.43 $         2.11 Earnings per common share, diluted .......................................................... . $                         2.27   $         2.43 $         2.09 (a) For the years ended December 31, 2017, 2016 and 2015, we had no antidilutive securities.
We compute the dilutive effect of potential issuances of common shares using the treasury stock method. The following table reconciles our basic and diluted EPS from net income. Year Ended December 31, 2017 2016 2015 (Dollars In Thousands, Except Per Share Amounts) Net income .................................................................................................. . $ 336,552 $ 361,200 $ 301,796 Less: Net income attributable to noncontrolling interests  
67
......................... . 12,632 14,623 9,867 Net income attributable to Westar Energy, Inc ........................................... . 323,920 346,577 291,929 Less: Net income allocated to RSUs ......................................................... . 584 714 646 Net income allocated to common stock. ..................................................... . $ 323,336 $ 345,863 $ 291,283 Weighted average equivalent common shares outstanding-basic ............ . 142,463,831 142,067,558 137,957,515 Effect of dilutive securities:
 
RSUs .................................................................................................. . 96,363 407,123 299,198 Forward sale agreements  
Supplemental Cash Flow Information Year Ended December 31, 2017           2016       2015 (In Thousands)
................................................................... . 1,021,510 Weighted average equivalent common shares outstanding-diluted (a) .... . 142,560,194 142,474,681 139,278,223 Earnings per common share, basic ............................................................. . $ 2.27 $ 2.43 $ 2.11 Earnings per common share, diluted .......................................................... . $ 2.27 $ 2.43 $ 2.09 (a) For the years ended December 31, 2017, 2016 and 2015, we had no antidilutive securities.
CASH PAID FOR (RECEIVED FROM):
67 Supplemental Cash Flow Information Year Ended December 31, 2017 2016 2015 (In Thousands)
Interest on financing activities, net of amount capitalized .................................. $               153,905 $       139,029 $ 161,484 Interest on financing activities ofVIEs .............................................................. .           3,061          5,846      10,430 Income taxes, net of refunds ............................................................................... .   (12,736)        13,103        (410)
CASH PAID FOR (RECEIVED FROM): Interest on financing activities, net of amount capitalized  
NON-CASH INVESTING TRANSACTIONS:
..................................  
Property, plant and equipment additions ............................................................ ..         158,780        151,474    105,169 Deconsolidation of property, plant and equipment ofVIE ................................ ..                       (72,901)
$ 153,905 $ 139,029 $ 161,484 Interest on financing activities ofVIEs .............................................................. . Income taxes, net of refunds ............................................................................... . NON-CASH INVESTING TRANSACTIONS:
NON-CASH FINANCING TRANSACTIONS:
Property, plant and equipment additions  
Issuance of stock for compensation and reinvested dividends .......................... ..                         5,089          9,685      10,453 Deconsolidation of VIE ..................................................................................... .. (83,096)
............................................................  
Assets acquired through capital leases ................................................................ .         4,842         2,744       3,130 New Accounting Guidance We prepare our consolidated financial statements in accordance with GAAP for the United States of America. To address current issues in accounting, the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC) issued the following new accounting guidance that may affect our accounting and/or disclosure.
.. Deconsolidation of property, plant and equipment ofVIE ................................  
Compensation - Retirement Benefits In March 2017, the FASB issued Accounting Standard Update (ASU) No. 2017-07, which requires employers to disaggregate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in each income statement line item. The standard requires employers to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses) separately and outside a subtotal of operating income. Of the components of net periodic benefit cost, only the service cost component will be eligible for capitalization as property, plant and equipment, which is applied prospectively. The other components of net periodic benefit costs that are no longer eligible for capitalization as property, plant and equipment will be recorded as a regulatory asset. The guidance changing the presentation in the statements of income is applied on a retrospective basis. We adopted the guidance as ofJanuary 1, 2018, without a material impact on our consolidated financial statements.
.. NON-CASH FINANCING TRANSACTIONS:
Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Among other clarifications, the guidance requires that cash proceeds received from the settlement of COLI policies be classified as cash inflows from investing activities and that cash payments for premiums on COLI policies may be classified as cash outflows for investing activities, operating activities or a combination of both. Retrospective application is required. We adopted the guidance effective January 1, 2018, which will result in a reclassification of cash proceeds from the settlement of COLI policies from cash inflows from operating activities to cash inflows from investing activities. In addition, cash payments for premiums on COLI policies will be reclassified from cash outflows used in operating activities to cash outflows used in investing activities.
Issuance of stock for compensation and reinvested dividends  
In November 2016, the FASB issued ASU No. 2016-18, which requires that the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents be explained in the statement of cash flows. The guidance requires a retrospective transition method. This guidance is effective for fiscal years beginning after December 15, 2017. We adopted the guidance effective January 1, 2018, without a material impact on our consolidated statement of cash flows.
..........................  
68
.. Deconsolidation of VIE .....................................................................................  
 
.. Assets acquired through capital leases ................................................................ . New Accounting Guidance 3,061 (12,736) 158,780 (72,901) 5,089 (83,096) 4,842 5,846 13,103 151,474 9,685 2,744 10,430 (410) 105,169 10,453 3,130 We prepare our consolidated financial statements in accordance with GAAP for the United States of America. To address current issues in accounting, the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC) issued the following new accounting guidance that may affect our accounting and/or disclosure.
Stock-based Compensation In March 2016, the FASB issued ASU No. 2016-09 as part of its simplification initiative. The areas for simplification involve several aspects of the accounting for stock-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We adopted the guidance effective January 1, 2016.
Compensation  
Prior to the adoption of ASU 2016-09, if the tax deduction for a stock-based payment award exceeded the compensation cost recorded for financial reporting, the additional tax benefit was recognized in additional paid-in capital and referred to as an excess tax benefit. Tax deficiencies were recognized either as an offset to the accumulated excess tax benefits, if any, or as reduction of income. The issuance of this ASU reflects the FASB 's decision that all prospective excess tax benefits and tax deficiencies should be recognized as income tax benefits or expense, respectively. Prior to the adoption of the ASU, additional paid-in-capital was not recognized to the extent that an excess tax benefit had not be realized (e.g., due to a carryforward of a net operating loss). Under the ASU, all excess tax benefits previously unrecognized because the related tax deduction had not reduced taxes payable are recognized on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. Upon adoption, we recorded a $3.3 million cumulative effect adjustment to retained earnings for excess tax benefits that had not previously been recognized as well as a $3 .3 million increase in deferred tax assets.
-Retirement Benefits In March 2017, the FASB issued Accounting Standard Update (ASU) No. 2017-07, which requires employers to disaggregate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in each income statement line item. The standard requires employers to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses) separately and outside a subtotal of operating income. Of the components of net periodic benefit cost, only the service cost component will be eligible for capitalization as property, plant and equipment, which is applied prospectively.
Further, the issuance of this ASU reflects the FASB 's decision that cash flows related to excess tax benefits should be classified as cash flows from operating activities on the consolidated statements of cash flows. Upon adoption, we have retrospectively presented cash flows from operating activities on the accompanying consolidated statements of cash flows for the year ended December 31, 2015, as $1.3 million higher than as previously reported. We have retrospectively presented cash flows used in financing activities as $1.3 million higher for the year ended December 31, 2015, than as previously reported.
The other components of net periodic benefit costs that are no longer eligible for capitalization as property, plant and equipment will be recorded as a regulatory asset. The guidance changing the presentation in the statements of income is applied on a retrospective basis. We adopted the guidance as ofJanuary 1, 2018, without a material impact on our consolidated financial statements.
Leases In February 2016, the FASB issuedASU No. 2016-02, which requires a lessee to recognize right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months. Leases are to be classified as either financing or operating leases, with that classification affecting the pattern of expense recognition in the income statement. Accounting for leases by lessors is largely unchanged. The criteria used to determine lease classification will remain substantially the same, but will be more subjective under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The guidance requires a modified retrospective approach for all leases existing at the earliest period presented, or entered into by the date of initial adoption, with certain practical expedients permitted. In 2016, we started evaluating our current leases to assess the initial impact on our consolidated financial results. We continue to evaluate the guidance and believe application of the guidance will result in an increase to our assets and liabilities on our consolidated balance sheet, with minimal impact to our consolidated statement of income. We also continue to monitor unresolved industry issues, including renewables and power purchase agreements and pole attachments, and will analyze the related impact. The standard permits an entity to elect a practical expedient for existing or expired contracts to forgo reassessing leases to determine whether each is in scope of the new standard and to forgo reassessing lease classification. We expect to elect this practical expedient upon implementation.
Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Among other clarifications, the guidance requires that cash proceeds received from the settlement of COLI policies be classified as cash inflows from investing activities and that cash payments for premiums on COLI policies may be classified as cash outflows for investing activities, operating activities or a combination of both. Retrospective application is required.
Financial Instruments - Credit Losses In June 2016, the FASB issuedASU No. 2016-13, which requires financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The measurement of expected losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are evaluating the guidance and have not yet determined the impact on our consolidated financial statements.
We adopted the guidance effective January 1, 2018, which will result in a reclassification of cash proceeds from the settlement of COLI policies from cash inflows from operating activities to cash inflows from investing activities.
69
In addition, cash payments for premiums on COLI policies will be reclassified from cash outflows used in operating activities to cash outflows used in investing activities.
 
In November 2016, the FASB issued ASU No. 2016-18, which requires that the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents be explained in the statement of cash flows. The guidance requires a retrospective transition method. This guidance is effective for fiscal years beginning after December 15, 2017. We adopted the guidance effective January 1, 2018, without a material impact on our consolidated statement of cash flows. 68 Stock-based Compensation In March 2016, the FASB issued ASU No. 2016-09 as part of its simplification initiative.
Revenue Recognition In May 2014, the FASB issuedASUNo. 2014-09, which addresses revenue from contracts with customers.
The areas for simplification involve several aspects of the accounting for stock-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted.
Subsequent ASUs have been released providing modifications and clarifications to ASU No. 2014-09. The objective of the new guidance is to establish principles to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue from contracts with customers. Under the new standard, an entity must identify the performance obligations in a contract, determine the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. This guidance is effective for fiscal years beginning after December 15, 2017; accordingly, we adopted the new standard on January 1, 2018. The standard permits the use of either the retrospective application or modified retrospective method. We elected to use the modified retrospective method, which requires a cumulative-effect adjustment to be recorded on the balance sheet as of the beginning of 2018, if applicable, as if the standard had always been in effect. Adoption of the standard will not have a material impact to our consolidated financial statements and, as a result, we recorded no cumulative effect of initially applying the standard.
We adopted the guidance effective January 1, 2016. Prior to the adoption of ASU 2016-09, if the tax deduction for a stock-based payment award exceeded the compensation cost recorded for financial reporting, the additional tax benefit was recognized in additional paid-in capital and referred to as an excess tax benefit. Tax deficiencies were recognized either as an offset to the accumulated excess tax benefits, if any, or as reduction of income. The issuance of this ASU reflects the FASB 's decision that all prospective excess tax benefits and tax deficiencies should be recognized as income tax benefits or expense, respectively.
Tax Cuts and Jobs Act The SEC issued Staff Accounting Bulletin 118, which addresses the income tax accounting implications of the TCJA.
Prior to the adoption of the ASU, additional paid-in-capital was not recognized to the extent that an excess tax benefit had not be realized ( e.g., due to a carryforward of a net operating loss). Under the ASU, all excess tax benefits previously unrecognized because the related tax deduction had not reduced taxes payable are recognized on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption.
The income tax effects of the TCJA in which the accounting is complete must be reflected in the financial statements.
Upon adoption, we recorded a $3.3 million cumulative effect adjustment to retained earnings for excess tax benefits that had not previously been recognized as well as a $3 .3 million increase in deferred tax assets. Further, the issuance of this ASU reflects the FASB 's decision that cash flows related to excess tax benefits should be classified as cash flows from operating activities on the consolidated statements of cash flows. Upon adoption, we have retrospectively presented cash flows from operating activities on the accompanying consolidated statements of cash flows for the year ended December 31, 2015, as $1.3 million higher than as previously reported.
Additionally, provisional amounts in which reasonable estimates of the income tax effects of the TCJA can be determined should be included in the financial statements. Any specific income tax effect of the TCJA for which a reasonable estimate cannot be determined, would not be reported. Specific income tax effects of the TCJA that cannot be determined would continue to follow the provisions from the tax laws that were in effect immediately prior to the TCJA being enacted. We believe the accounting associated with the passage of the TCJA is complete and we have therefore not recorded any provisional amounts in our consolidated financial statements.
We have retrospectively presented cash flows used in financing activities as $1.3 million higher for the year ended December 31, 2015, than as previously reported.
Leases In February 2016, the FASB issuedASU No. 2016-02, which requires a lessee to recognize right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months. Leases are to be classified as either financing or operating leases, with that classification affecting the pattern of expense recognition in the income statement.
Accounting for leases by lessors is largely unchanged.
The criteria used to determine lease classification will remain substantially the same, but will be more subjective under the new guidance.
The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted.
The guidance requires a modified retrospective approach for all leases existing at the earliest period presented, or entered into by the date of initial adoption, with certain practical expedients permitted.
In 2016, we started evaluating our current leases to assess the initial impact on our consolidated financial results. We continue to evaluate the guidance and believe application of the guidance will result in an increase to our assets and liabilities on our consolidated balance sheet, with minimal impact to our consolidated statement of income. We also continue to monitor unresolved industry issues, including renewables and power purchase agreements and pole attachments, and will analyze the related impact. The standard permits an entity to elect a practical expedient for existing or expired contracts to forgo reassessing leases to determine whether each is in scope of the new standard and to forgo reassessing lease classification.
We expect to elect this practical expedient upon implementation.
Financial Instruments  
-Credit Losses In June 2016, the FASB issuedASU No. 2016-13, which requires financial assets measured at amortized cost be presented at the net amount expected to be collected.
The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The measurement of expected losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted.
We are evaluating the guidance and have not yet determined the impact on our consolidated financial statements.
69 Revenue Recognition In May 2014, the FASB issuedASUNo.
2014-09, which addresses revenue from contracts with customers.
Subsequent ASUs have been released providing modifications and clarifications to ASU No. 2014-09. The objective of the new guidance is to establish principles to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue from contracts with customers.
Under the new standard, an entity must identify the performance obligations in a contract, determine the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed.
This guidance is effective for fiscal years beginning after December 15, 2017; accordingly, we adopted the new standard on January 1, 2018. The standard permits the use of either the retrospective application or modified retrospective method. We elected to use the modified retrospective method, which requires a cumulative-effect adjustment to be recorded on the balance sheet as of the beginning of 2018, if applicable, as if the standard had always been in effect. Adoption of the standard will not have a material impact to our consolidated financial statements and, as a result, we recorded no cumulative effect of initially applying the standard.
Tax Cuts and Jobs Act The SEC issued Staff Accounting Bulletin 118, which addresses the income tax accounting implications of the TCJA. The income tax effects of the TCJA in which the accounting is complete must be reflected in the financial statements.
Additionally, provisional amounts in which reasonable estimates of the income tax effects of the TCJA can be determined should be included in the financial statements.
Any specific income tax effect of the TCJA for which a reasonable estimate cannot be determined, would not be reported.
Specific income tax effects of the TCJA that cannot be determined would continue to follow the provisions from the tax laws that were in effect immediately prior to the TCJA being enacted. We believe the accounting associated with the passage of the TCJA is complete and we have therefore not recorded any provisional amounts in our consolidated financial statements.  
: 3. PENDING MERGER On May 29, 2016, we entered into an agreement and plan of merger with Great Plains Energy Incorporated (Great Plains Energy) that provided for the acquisition of us by Great Plains Energy. On April 19, 2017, the Kansas Corporation Commission (KCC) rejected the prior transaction.
: 3. PENDING MERGER On May 29, 2016, we entered into an agreement and plan of merger with Great Plains Energy Incorporated (Great Plains Energy) that provided for the acquisition of us by Great Plains Energy. On April 19, 2017, the Kansas Corporation Commission (KCC) rejected the prior transaction.
On July 9, 2017, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies.
On July 9, 2017, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. Upon closing, each issued and outstanding share of our common stock will be converted into one share of common stock of a new holding company with a final name still to be determined.
Upon closing, each issued and outstanding share of our common stock will be converted into one share of common stock of a new holding company with a final name still to be determined.
Upon closing, each issued and outstanding share of Great Plains Energy common stock will be converted into 0.5981 shares of common stock of the new holding company. Following completion of the merger, our shareholders are expected to own approximately 52.5% of the new holding company and Great Plains Energy's shareholders are expected to own approximately 47.5% of the new holding company.
Upon closing, each issued and outstanding share of Great Plains Energy common stock will be converted into 0.5981 shares of common stock of the new holding company. Following completion of the merger, our shareholders are expected to own approximately 52.5% of the new holding company and Great Plains Energy's shareholders are expected to own approximately 47.5% of the new holding company. The merger agreement includes certain restrictions and limitations on our ability to declare dividend payments.
The merger agreement includes certain restrictions and limitations on our ability to declare dividend payments. The merger agreement, without prior approval of Great Plains Energy, limits our quarterly dividends declared to $0.40 per share.
The merger agreement, without prior approval of Great Plains Energy, limits our quarterly dividends declared to $0.40 per share. The closing of the merger is subject to conditions including receipt of all required regulatory approvals from, among others, the Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), KCC, and Public Service Commission of the State of Missouri (MPSC) (provided that such approvals do not result in a material adverse effect on Great Plains Energy or us, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole); effectiveness of the registration statement for the shares of the new holding company's common stock to be issued to our shareholders and Great Plains Energy's shareholders upon consummation of the merger and approval of the listing of such shares on the New York Stock Exchange; the receipt of tax opinions by us and Great Plains Energy that the merger will be treated as a non-taxable event for U.S. federal income tax purposes; there being no shares of Great Plains Energy preference stock outstanding; and Great Plains Energy having not less than $1.25 billion in cash or cash equivalents on its balance sheet. The closing of the merger is also subject to other standard conditions, such as accuracy of representations and warranties, compliance with covenants and the absence of a material adverse effect on either company. The merger agreement, which contains customary representations, warranties, and covenants, may be terminated by either party if the merger has not occurred by July 10, 2018. The termination date may be extended six months in order to obtain regulatory approvals.
The closing of the merger is subject to conditions including receipt of all required regulatory approvals from, among others, the Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), KCC, and Public Service Commission of the State of Missouri (MPSC) (provided that such approvals do not result in a material adverse effect on Great Plains Energy or us, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole); effectiveness of the registration statement for the shares of the new holding company's common stock to be issued to our shareholders and Great Plains Energy's shareholders upon consummation of the merger and approval of the listing of such shares on the New York Stock Exchange; the receipt of tax opinions by us and Great Plains Energy that the merger will be treated as a non-taxable event for U.S. federal income tax purposes; there being no shares of Great Plains Energy preference stock outstanding; and Great Plains Energy having not less than $1.25 billion in cash or cash equivalents on its balance sheet.
On August 25, 2017, we and Great Plains Energy filed a joint application with the KCC requesting approval of the merger. The KCC subsequently approved a procedural schedule that provides for a KCC order on the proposed merger by 70 June 5, 2018, although under Kansas law the KCC has until June 21, 2018 to issue the order. On August 31, 2017, we and Great Plains Energy applied for approval of the merger from the MPSC. On January 12, 2018, we, Great Plains Energy, the MPSC staff and certain intervenors entered into a stipulation and agreement to settle certain issues related to the joint application.
The closing of the merger is also subject to other standard conditions, such as accuracy of representations and warranties, compliance with covenants and the absence of a material adverse effect on either company.
The stipulation and agreement is subject to review and approval by the MPSC. On September 1, 2017, we and Great Plains Energy filed a joint application for approval of the merger with FERC, and we expect to receive a final order by the end of February 2018, unless FERC takes action that results in an extension of this date. On September 5, 2017, Wolf Creek filed a request with the NRC to approve an indirect transfer of control of Wolf Creek's operating license. We and Great Plains Energy each gained shareholder approval of the proposed merger on November 21, 2017. Also, we and Great Plains Energy received early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on December 12, 2017. The amended and restated merger agreement provides that Great Plains Energy may be required to pay us a termination fee of$190.0 million if the agreement is terminated due to (i) failure to receive regulatory approval prior to July 10, 2018, subject to an extension ofup to six months, (ii) a non-appealable regulatory order enjoining the merger or (iii) Great Plains Energy's failure to close after all conditions precedent to closing have been satisfied.
The merger agreement, which contains customary representations, warranties, and covenants, may be terminated by either party if the merger has not occurred by July 10, 2018. The termination date may be extended six months in order to obtain regulatory approvals.
In addition, we may be required to pay Great Plains Energy a termination fee of$190.0 million if the agreement is terminated by us under certain circumstances, such as entering into a definitive acquisition agreement with respect to a superior proposal.
On August 25, 2017, we and Great Plains Energy filed a joint application with the KCC requesting approval of the merger. The KCC subsequently approved a procedural schedule that provides for a KCC order on the proposed merger by 70
Similarly, Great Plains Energy may be required to pay us a termination fee of $190.0 million if the agreement is terminated by Great Plains Energy under certain circumstances, such as entering into a definitive acquisition agreement with respect to a superior proposal.
 
In connection with the merger, we have incurred, and expect to incur additional, merger-related expenses.
June 5, 2018, although under Kansas law the KCC has until June 21, 2018 to issue the order. On August 31, 2017, we and Great Plains Energy applied for approval of the merger from the MPSC. On January 12, 2018, we, Great Plains Energy, the MPSC staff and certain intervenors entered into a stipulation and agreement to settle certain issues related to the joint application. The stipulation and agreement is subject to review and approval by the MPSC. On September 1, 2017, we and Great Plains Energy filed a joint application for approval of the merger with FERC, and we expect to receive a final order by the end of February 2018, unless FERC takes action that results in an extension of this date. On September 5, 2017, Wolf Creek filed a request with the NRC to approve an indirect transfer of control of Wolf Creek's operating license. We and Great Plains Energy each gained shareholder approval of the proposed merger on November 21, 2017. Also, we and Great Plains Energy received early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on December 12, 2017.
These expenses are included in our selling, general, and administrative expenses.
The amended and restated merger agreement provides that Great Plains Energy may be required to pay us a termination fee of$190.0 million if the agreement is terminated due to (i) failure to receive regulatory approval prior to July 10, 2018, subject to an extension ofup to six months, (ii) a non-appealable regulatory order enjoining the merger or (iii) Great Plains Energy's failure to close after all conditions precedent to closing have been satisfied. In addition, we may be required to pay Great Plains Energy a termination fee of$190.0 million if the agreement is terminated by us under certain circumstances, such as entering into a definitive acquisition agreement with respect to a superior proposal. Similarly, Great Plains Energy may be required to pay us a termination fee of $190.0 million if the agreement is terminated by Great Plains Energy under certain circumstances, such as entering into a definitive acquisition agreement with respect to a superior proposal.
For the years ended December 31, 2017 and 2016, we incurred approximately  
In connection with the merger, we have incurred, and expect to incur additional, merger-related expenses. These expenses are included in our selling, general, and administrative expenses. For the years ended December 31, 2017 and 2016, we incurred approximately $10.8 million and $10.2 million of merger-related expenses. In the event that the merger is consummated, we expect total merger-related expenses will be approximately $45.0 million.
$10.8 million and $10.2 million of merger-related expenses.
See also Note 16, "Legal Proceedings," for more information on litigation related to the merger.
In the event that the merger is consummated, we expect total merger-related expenses will be approximately  
71
$45.0 million. See also Note 16, "Legal Proceedings," for more information on litigation related to the merger. 71
: 4. RATE MATTERS AND REGULATION Regulatory Assets and Regulatory Liabilities Regulatory assets represent incurred costs that have been deferred because they are probable of future recovery in customer prices. Regulatory liabilities represent probable future reductions in revenue or refunds to customers through the price setting process. Regulatory assets and liabilities reflected on our consolidated balance sheets are as follows.
: 4. RATE MATTERS AND REGULATION Regulatory Assets and Regulatory Liabilities Regulatory assets represent incurred costs that have been deferred because they are probable of future recovery in customer prices. Regulatory liabilities represent probable future reductions in revenue or refunds to customers through the price setting process. Regulatory assets and liabilities reflected on our consolidated balance sheets are as follows. above. As ofDecember 31, 2017 2016 (In Thousands)  
As ofDecember 31, 2017               2016 (In Thousands)
.. Regulatory Assets: Deferred employee benefit costs ................  
Regulatory Assets:
: ............................  
Deferred employee benefit costs ................ :............................                       $     393,890   $       381,129
$ 393,890 $ 381,129 . . *Debt reacquisition costs***********************,******,********:*******,*********'
                    *Debt reacquisition costs***********************,******,********:*******,*********'                         109,169             115,502:
109,169 115,502: Depreciation  
Depreciation ........................................................................... .                   60,598             63,171
........................................................................... . 60,598 63,171
* Asset retirement obligations ....................................s:.i/........... : .: *
* Asset retirement obligations  
* 42,676             35,487 Analog meter unrecovered investment.. ................................. .                                     31,545             8,500 Removal costs ................................_....... :.............. :.................. .                 30,847 Treasury yield hedges ............................................................. .                         24,814             25,927 Retail energy cost adjustment ..................... :........ ,... ,.. :...... :,.~.*                       20,741             32,451 Ad valorem tax ....................................................................... .                     17,389             17,637 Disallowed plant costs ................................ ,......... :................ ,:                       15,249             15,453 La Cygne environmental costs ............................................... .                               13,295             14,370 Energy efficiency program costs., ..._.***********:*******; .. *",**'',*** .. ***:*
................................... .s:.i/ ...........  
* 8,096             7,09.7 Wolf Creek outage.................................................................. .                           6,967           20,316 Amounts due from customers for future income faxes, net'.~ ..
: .: *
* 124,020 Other regulatory assets ........................................................... .                           9,623           18,802 Total regulatory assets .... , .............. ,.....................::.,, .... i'..... $.               784,89~    $        879,862
* 42,676 35,487 Analog meter unrecovered investment..  
                                                                                                                          ==========
................................. . 31,545 8,500 Removal costs ................................
Regulatory Liabilities:
_ ....... : ..............  
Income taxes, net..................................................................... $                     845,240 $
: .................. . 30,847 Treasury yield hedges ............................................................. . 24,814 25,927 Retail energy cost adjustment  
Deferred regulatory gain from sale leaseback ..... :... :"...... , .......*.                             .,* 64,569             70,065 Nuclear decommissioning ...................................................... .                             55,531             34,094 Pension and-other post-retirement benefits costs ... ,..... :...... ;..._                                   48)56               37,,172-Jurisdictional allowance for funds used during construction ..                                               31,707             33,119 La Cygne leasehold dismantling costs ..... :.. ,..........*.............. ::.                                 29,552             27,742' Kansas tax credits ................................................................... .                     16,844             13,142 Purchase power agreement. .... :..... ,........:****::..:,...,.,,_.............*..*. ,                         8,~23,           9,265, Removal costs ........................................................................ .                                         5,663 Other regulatory liabilities .................................... ,, ............. ,.. :*                       4,954.           9,191 Total regulatory liabilities .. .. .... ... ...... .. .. .. .... .. .. .. .. .... .. .. .. .. .. . $ 1,105,576    $        239,453
.....................  
                                                                                                                          =========
: ........ , ... , .. : ...... :,.~ .* 20,741 32,451 Ad valorem tax ....................................................................... . 17,389 17,637 ... Disallowed plant costs ................................ , .........  
Below we summarize the nature and period ofrecovery for each of the regulatory assets listed in the table above.
: ................  
* Deferred empioyee benefit costs: Includes $374.2 million for pension and post-retirement benefit obligations and $19. 7 million for actual pension expense in excess of the amount of such expense recognized in setting our prices. The increase in regulatory assets for pension and post-retirement benefit obligations from 2016 to 2017 is attributable primarily to a decrease in the discount .rates used to calculate our and Wolf Creek's pension benefit obligations. During 2018, we will amortize to expense approximately $33.5 million of the benefit obligations and approximately $6.8 million of the excess pension expense. We are amortizing the excess pension expense over a five-year period. We do not earn a return on this asset.
,: 15,249 15,453 La Cygne environmental costs ............................................... . 13,295 14,370 Energy efficiency program costs., ... _.***********:*******;  
72
.. *",**'',***  
.. ***:*
* 8,096 7,09.7 Wolf Creek outage .................................................................. . 6,967 20,316 Amounts due from customers for future income faxes, net'.~ .. .,
* 124,020 Other regulatory assets ........................................................... . 9,623 18,802 ---,,----Tot al regulatory assets .... , .............. , .....................  
::.,, .... i'..... $. ==========
784,89~ $ 879,862 Regulatory Liabilities:
Income taxes, net.....................................................................  
$ 845,240 $ Deferred regulatory gain from sale leaseback  
..... : ... :" ...... , ....... *. .,* 64,569 70,065 Nuclear decommissioning  
...................................................... . 55,531 34,094 Pension and-other post-retirement benefits costs ... , ..... : ...... ; ... _ 48)56 37,,172-Jurisdictional allowance for funds used during construction  
.. 31,707 33,119 La Cygne leasehold dismantling costs ..... : .. , ..........  
* ..............  
::. 29,552 27,742' Kansas tax credits ................................................................... . 16,844 13,142 Purchase power agreement.  
.... : ..... , ........ :****:: .. :, ... ,.,,_ .............  
* ..*. , 8,~23, 9,265, Removal costs ........................................................................ . 5,663 Other regulatory liabilities  
....................................  
,, ............. , .. :* 4,954. 9,191 ------Total regulatory liabilities  
.. .. . . .. . .. . . . . .. .. .. .. . . .. .. .. .. .. .... .. .. .. .. .. . $ =========
1,105,576
$ 239,453 Below we summarize the nature and period ofrecovery for each of the regulatory assets listed in the table
* Deferred empioyee benefit costs: Includes $374.2 million for pension and post-retirement benefit obligations and $19. 7 million for actual pension expense in excess of the amount of such expense recognized in setting our prices. The increase in regulatory assets for pension and post-retirement benefit obligations from 2016 to 2017 is attributable primarily to a decrease in the discount .rates used to calculate our and Wolf Creek's pension benefit obligations.
During 2018, we will amortize to expense approximately  
$33.5 million of the benefit obligations and approximately  
$6.8 million of the excess pension expense. We are amortizing the excess pension expense over a five-year period. We do not earn a return on this asset. 72
* Debt reacquisition costs: Includes costs incurred to reacquire and refinance debt. These costs are amortized over the term of the new debt. We do not earn a return on this asset.
* Debt reacquisition costs: Includes costs incurred to reacquire and refinance debt. These costs are amortized over the term of the new debt. We do not earn a return on this asset.
* Depreciation:
* Depreciation: Represents the difference between regulatory depreciation expense and depreciation expense we record for financial reporting purposes. We earn a return on this asset and amortize the difference over the life of the related plant.
Represents the difference between regulatory depreciation expense and depreciation expense we record for financial reporting purposes.
* Asset retirement obligations: Represents amounts associated with our AROs as discussed in Note 15, "Asset Retirement Obligations." We recover these amounts over the life of the related plant.
We earn a return on this asset and amortize the difference over the life of the related plant.
We do not earn a return on this asset.
* Asset retirement obligations:
Analog meter unrecovered investment: Represents the deferral ofunrecovered investment of analog meters retired between October 2015 and the next general rate review. Once these amounts are included in base rates established in our next general rate review, we will amortize these amounts over a five-year period and will not earn a return on this asset.
Represents amounts associated with our AROs as discussed in Note 15, "Asset Retirement Obligations." We recover these amounts over the life of the related plant. We do not earn a return on this asset. Analog meter unrecovered investment:
* Removal costs: Represents amounts spent, but not yet collected, to dispose of plant assets. This asset will decrease as removal costs are collected in our prices. We do not earn a return on this asset.
Represents the deferral ofunrecovered investment of analog meters retired between October 2015 and the next general rate review. Once these amounts are included in base rates established in our next general rate review, we will amortize these amounts over a five-year period and will not earn a return on this asset.
Treasury yield hedges: Represents the effective portion of treasury yield hedge transactions. This amount will be amortized to interest expense over the term of the related debt. We do not earn a return on this asset.
* Removal costs: Represents amounts spent, but not yet collected, to dispose of plant assets. This asset will decrease as removal costs are collected in our prices. We do not earn a return on this asset. Treasury yield hedges: Represents the effective portion of treasury yield hedge transactions.
* Retail energy cost adjustment: We are allowed to adjust our retail prices to reflect changes in the cost of fuel and purchased power needed to serve our customers. This item represents the actual cost of fuel consumed in producing electricity and the cost of purchased power in excess of the amounts we have collected from customers. We expect to recover in our prices this shortfall over a one-year period. We do not earn a return on this asset.
This amount will be amortized to interest expense over the term of the related debt. We do not earn a return on this asset.
Ad valorem tax: Represents actual costs incurred for property taxes in excess of amounts collected in our prices. We expect to recover these amounts in our prices over a one-year period. We do not earn a return on this asset.
* Retail energy cost adjustment:
Disallowed plant costs: Originally there was a decision to disallow certain costs related to the Wolf Creek plant. Subsequently, in 1987, the KCC revised its original conclusion and provided for recovery of an indirect disallowance with no return on investment. This regulatory asset represents the present value of the future expected revenues to be provided to recover these costs, net of the amounts amortized.
We are allowed to adjust our retail prices to reflect changes in the cost of fuel and purchased power needed to serve our customers.
This item represents the actual cost of fuel consumed in producing electricity and the cost of purchased power in excess of the amounts we have collected from customers.
We expect to recover in our prices this shortfall over a one-year period. We do not earn a return on this asset. Ad valorem tax: Represents actual costs incurred for property taxes in excess of amounts collected in our prices. We expect to recover these amounts in our prices over a one-year period. We do not earn a return on this asset. Disallowed plant costs: Originally there was a decision to disallow certain costs related to the Wolf Creek plant. Subsequently, in 1987, the KCC revised its original conclusion and provided for recovery of an indirect disallowance with no return on investment.
This regulatory asset represents the present value of the future expected revenues to be provided to recover these costs, net of the amounts amortized.
La Cygne environmental costs: Represents the deferral of depreciation and amortization expense and associated carrying charges related to the La Cygne Generating Station (La Cygne) environmental project from the in-service date until late October 2015, the effective date of our state general rate review. This amount will be amortized over the life of the related asset. We earn a return on this asset.
La Cygne environmental costs: Represents the deferral of depreciation and amortization expense and associated carrying charges related to the La Cygne Generating Station (La Cygne) environmental project from the in-service date until late October 2015, the effective date of our state general rate review. This amount will be amortized over the life of the related asset. We earn a return on this asset.
* Energy efficiency program costs: We accumulate and defer for future recovery costs related to our various energy efficiency programs.
* Energy efficiency program costs: We accumulate and defer for future recovery costs related to our various energy efficiency programs. We will amortize such costs over a one-year period. We do not earn a return on this asset.
We will amortize such costs over a one-year period. We do not earn a return on this asset. Wolf Creek outage: We defer the expenses associated with Wolf Creek's scheduled refueling and maintenance outages and amortize these expenses during the period between planned outages. We do not earn a return on this asset. 73
Wolf Creek outage: We defer the expenses associated with Wolf Creek's scheduled refueling and maintenance outages and amortize these expenses during the period between planned outages. We do not earn a return on this asset.
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* Amounts due from customers for future income taxes, net: In accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset, net of the regulatory liability, for these amounts. We also have recorded a regulatory liability for our obligation to customers for income taxes recovered in earlier periods when corporate income tax rates were higher than current income tax rates. This benefit will be returned to customers as these temporary differences reverse in future periods. We do not earn a return on this net asset.
* Amounts due from customers for future income taxes, net: In accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset, net of the regulatory liability, for these amounts. We also have recorded a regulatory liability for our obligation to customers for income taxes recovered in earlier periods when corporate income tax rates were higher than current income tax rates. This benefit will be returned to customers as these temporary differences reverse in future periods. We do not earn a return on this net asset.
* Other regulatory assets: Includes various regulatory assets that individually are small in relation to the total regulatory asset balance. Other regulatory assets have various recovery periods. We do not earn a return on any of these assets. Below we summarize the nature and period of amortization for each of the regulatory liabilities listed in the table above.
* Other regulatory assets: Includes various regulatory assets that individually are small in relation to the total regulatory asset balance. Other regulatory assets have various recovery periods. We do not earn a return on any of these assets.
* Income taxes, net: We have recorded a regulatory liability for our obligation to reduce the prices charged to customers for deferred income taxes recovered from customers in earlier periods when corporate income tax rates were higher than current income tax rates under TCJA. Most of this regulatory liability is related to depreciation and will be returned to customers over the life of the applicable property.
Below we summarize the nature and period of amortization for each of the regulatory liabilities listed in the table above.
Also, in accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain accelerated income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset for these amounts, which is offset against the regulatory liability.
* Income taxes, net: We have recorded a regulatory liability for our obligation to reduce the prices charged to customers for deferred income taxes recovered from customers in earlier periods when corporate income tax rates were higher than current income tax rates under TCJA. Most of this regulatory liability is related to depreciation and will be returned to customers over the life of the applicable property. Also, in accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain accelerated income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset for these amounts, which is offset against the regulatory liability.
* Deferred regulatory gain from sale leaseback:
* Deferred regulatory gain from sale leaseback: Represents the gain KGE recorded on the 1987 sale and leaseback of its 50% interest in La Cygne unit 2. We amortize the gain over the lease term.
Represents the gain KGE recorded on the 1987 sale and leaseback of its 50% interest in La Cygne unit 2. We amortize the gain over the lease term. Nuclear decommissioning:
Nuclear decommissioning: We have a legal obligation to decommission Wolf Creek at the end of its useful life. This amount represents the difference between the fair value of the assets held in a decommissioning trust and the amount recorded for the accumulated accretion and depreciation expense associated with our ARO. See Notes 5, 6 and 15, "Financial Instruments and Trading Securities," "Financial Investments" and "Asset Retirement Obligations," respectively, for information regarding our nuclear decommissioning trust (NDT) and our ARO.
We have a legal obligation to decommission Wolf Creek at the end of its useful life. This amount represents the difference between the fair value of the assets held in a decommissioning trust and the amount recorded for the accumulated accretion and depreciation expense associated with our ARO. See Notes 5, 6 and 15, "Financial Instruments and Trading Securities," "Financial Investments" and "Asset Retirement Obligations," respectively, for information regarding our nuclear decommissioning trust (NDT) and our ARO.
* Pension and other post-retirement benefits costs: Includes $12.6 million for pension and post-retirement benefit obligations and $35.7 million for pension and post-retirement expense recognized in setting our prices in excess of actual pension and post-retirement expense. During 2018, we will amortize to expense approximately $0.3 million of the benefit obligations and approximately
* Pension and other post-retirement benefits costs: Includes $12.6 million for pension and retirement benefit obligations and $35.7 million for pension and post-retirement expense recognized in setting our prices in excess of actual pension and post-retirement expense. During 2018, we will amortize to expense approximately  
          $3.4 million of the excess pension and post-retirement expense recognized in setting our prices. We will amortize the excess pension and post-retirement expense over a five-year period.
$0.3 million of the benefit obligations and approximately  
Jurisdictional allowance for funds used during construction: This item represents AFUDC that is accrued subsequent to the time the associated construction charges are included in our prices and prior to the time the related assets are placed in service. The AFUDC is amortized to depreciation expense over the useful life of the asset that is placed in service.
$3.4 million of the excess pension and post-retirement expense recognized in setting our prices. We will amortize the excess pension and post-retirement expense over a five-year period. Jurisdictional allowance for funds used during construction:
La Cygne leasehold dismantling costs: We are contractually obligated to dismantle a portion of La Cygne unit 2. This item represents amounts collected but not yet spent to dismantle this unit and the obligation will be discharged as we dismantle the unit.
This item represents AFUDC that is accrued subsequent to the time the associated construction charges are included in our prices and prior to the time the related assets are placed in service. The AFUDC is amortized to depreciation expense over the useful life of the asset that is placed in service. La Cygne leasehold dismantling costs: We are contractually obligated to dismantle a portion of La Cygne unit 2. This item represents amounts collected but not yet spent to dismantle this unit and the obligation will be discharged as we dismantle the unit.
* Kansas tax credits: This item represents Kansas tax credits on investments in utility plant. Amounts will be credited to customers subsequent to their realization over the remaining lives of the utility plant giving rise to the tax credits.
* Kansas tax credits: This item represents Kansas tax credits on investments in utility plant. Amounts will be credited to customers subsequent to their realization over the remaining lives of the utility plant giving rise to the tax credits. 74 Purchase power agreement:
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This item represents the amount included in retail electric rates from customers in excess of the costs incurred by us under the purchase power agreement with Westar Generating.
 
We amortize the amount over a three-year period.
Purchase power agreement: This item represents the amount included in retail electric rates from customers in excess of the costs incurred by us under the purchase power agreement with Westar Generating. We amortize the amount over a three-year period.
* Removal costs: Represents amounts collected, but not yet spent, to dispose of plant assets. This liability will be discharged as removal costs are incurred.
* Removal costs: Represents amounts collected, but not yet spent, to dispose of plant assets. This liability will be discharged as removal costs are incurred.
Other regulatory liabilities:
Other regulatory liabilities: Includes various regulatory liabilities that individually are relatively small in relation to the total regulatory liability balance. Other regulatory liabilities will be credited over various periods.
Includes various regulatory liabilities that individually are relatively small in relation to the total regulatory liability balance. Other regulatory liabilities will be credited over various periods. KCC Proceedings General and Abbreviated Rate Reviews In February 2018, we filed an application with the KCC to update our prices to include, among other things, costs associated with the completion of Western Plains Wind Farm; expiration of wholesale contracts currently reflected in retail prices as offsets to retail cost of service; expiring production tax credits from initial wind investments; and an updated depreciation study. This application also includes savings due to the recently passed TCJA, savings achieved from refinancing debt, and savings from the proposed merger with Great Plains Energy. If approved we estimate the new prices will decrease our annual revenues by approximately  
KCC Proceedings General and Abbreviated Rate Reviews In February 2018, we filed an application with the KCC to update our prices to include, among other things, costs associated with the completion of Western Plains Wind Farm; expiration of wholesale contracts currently reflected in retail prices as offsets to retail cost of service; expiring production tax credits from initial wind investments; and an updated depreciation study. This application also includes savings due to the recently passed TCJA, savings achieved from refinancing debt, and savings from the proposed merger with Great Plains Energy. If approved we estimate the new prices will decrease our annual revenues by approximately $2.0 million in September 2018, followed by an increase in our annual revenues of
$2.0 million in September 2018, followed by an increase in our annual revenues of $54.0 million in February 2019. We expect the KCC to issue an order on our request by September 2018. In January 2018, the KCC issued an order to investigate the effect of the TCJA on regulated utilities.
$54.0 million in February 2019. We expect the KCC to issue an order on our request by September 2018.
The KCC stated the passage of the TCJA has the potential to significantly reduce the cost of service for utilities, and it may impact the regulatory assets and liabilities of Kansas utilities.
In January 2018, the KCC issued an order to investigate the effect of the TCJA on regulated utilities. The KCC stated the passage of the TCJA has the potential to significantly reduce the cost of service for utilities, and it may impact the regulatory assets and liabilities of Kansas utilities. Therefore, beginning in January 2018, the KCC directed all regulated electric public utilities that are taxable at the corporate level, to accrue monthly, in a deferred revenue account, the portion of its revenue representing the difference between: (1) the cost of service as approved by the KCC in its most recent rate review; and (2) the cost of service that would have resulted had the provision for federal corporate income taxes been based upon the corporate tax rate approved in the TCJA. The KCC also gave notice to taxable utilities operating in Kansas that the portion of their regulated revenue stream that reflects higher corporate tax rates should be considered interim and subject to refund, with interest. When the KCC's evaluation of the impact of the TCJA is complete, ifit is determined that a retail price decrease is proper and would have been proper as of the effective date of the TCJA, these amounts will be returned to customers.
Therefore, beginning in January 2018, the KCC directed all regulated electric public utilities that are taxable at the corporate level, to accrue monthly, in a deferred revenue account, the portion of its revenue representing the difference between: (1) the cost of service as approved by the KCC in its most recent rate review; and (2) the cost of service that would have resulted had the provision for federal corporate income taxes been based upon the corporate tax rate approved in the TCJA. The KCC also gave notice to taxable utilities operating in Kansas that the portion of their regulated revenue stream that reflects higher corporate tax rates should be considered interim and subject to refund, with interest.
In June 2017, the KCC issued an order in our abbreviated rate review allowing us to adjust our prices to include capital costs related to La Cygne environmental upgrades, investment to extend the life of Wolf Creek, costs related to programs to improve grid resiliency and costs associated with investments in other environmental projects during 2015. The new prices were effective June 2017 and are expected to increase our annual retail revenues by approximately $16.4 million.
When the KCC's evaluation of the impact of the TCJA is complete, ifit is determined that a retail price decrease is proper and would have been proper as of the effective date of the TCJA, these amounts will be returned to customers.
In September 2015, the KCC issued an order in our state general rate review allowing us to adjust our prices to include, among other things, additional investment in La Cygne environmental upgrades and investment to extend the life of Wolf Creek. The new prices were effective late October 2015 and are expected to increase our annual retail revenues by approximately $78.3 million.
In June 2017, the KCC issued an order in our abbreviated rate review allowing us to adjust our prices to include capital costs related to La Cygne environmental upgrades, investment to extend the life of Wolf Creek, costs related to programs to improve grid resiliency and costs associated with investments in other environmental projects during 2015. The new prices were effective June 2017 and are expected to increase our annual retail revenues by approximately  
Environmental Costs In October 2015, in connection with the state general rate review, we agreed to no longer make annual filings with the KCC to adjust our prices to include costs associated with investments in air quality equipment made during the prior year. The existing balance of costs associated with these investments were rolled into our base prices. In the future, we will need to seek approval from the KCC for individual projects. In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately $10.8 million effective in June 2015.
$16.4 million. In September 2015, the KCC issued an order in our state general rate review allowing us to adjust our prices to include, among other things, additional investment in La Cygne environmental upgrades and investment to extend the life of Wolf Creek. The new prices were effective late October 2015 and are expected to increase our annual retail revenues by approximately  
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$78.3 million. Environmental Costs In October 2015, in connection with the state general rate review, we agreed to no longer make annual filings with the KCC to adjust our prices to include costs associated with investments in air quality equipment made during the prior year. The existing balance of costs associated with these investments were rolled into our base prices. In the future, we will need to seek approval from the KCC for individual projects.
 
In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately  
Transmission Costs We make annual filings with the KCC to adjust our prices to include updated transmission costs as reflected in our transmission formula rate (TFR) discussed below. In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately:
$10.8 million effective in June 2015. 75 Transmission Costs We make annual filings with the KCC to adjust our prices to include updated transmission costs as reflected in our transmission formula rate (TFR) discussed below. In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately:  
              *   $12. 7 million effective in April 201 7;
* $12. 7 million effective in April 201 7; $7.0 million effective in April 2016; and $7.2 million effective in April 2015. In June 2016, the KCC approved an order allowing us to adjust our retail prices to include updated transmission costs as reflected in the TFR, along with the reduced return on equity (ROE) as described below. The updated prices were retroactively effective April 2016. We began refunding our previously-recorded refund obligation in 2016 and as of December 31, 2016, we had a remaining refund obligation of $1.3 million, which is included in current regulatory liabilities on our balance sheet. As of December 31, 2017, we have fully refunded this obligation.
                    $7.0 million effective in April 2016; and
Property Tax Surcharge We make annual filings with the KCC to adjust our prices to include the cost incurred for property taxes. In October 2015, in connection with the state general rate review, the existing balance of costs incurred for property taxes were rolled into our base prices. In the most recent four years, the KCC issued orders related to such filings allowing us to adjust our annual retail revenues by approximately:  
                    $7.2 million effective in April 2015.
* $0.2 million decrease effective in January 2018; $26.8 million decrease effective in January 2017; $5.0 million increase effective in January 2016; and $4.9 million increase effective in January 2015. FERC Proceedings In October of each year, we post an updated TFR that includes projected transmission capital expenditures and operating costs for the following year. This rate provides the basis for our annual request with the KCC to adjust our retail prices to include updated transmission costs as noted above. In the most recent four years, we posted our TFR, which was expected to adjust our annual transmission revenues by approximately:  
In June 2016, the KCC approved an order allowing us to adjust our retail prices to include updated transmission costs as reflected in the TFR, along with the reduced return on equity (ROE) as described below. The updated prices were retroactively effective April 2016. We began refunding our previously-recorded refund obligation in 2016 and as of December 31, 2016, we had a remaining refund obligation of $1.3 million, which is included in current regulatory liabilities on our balance sheet. As of December 31, 2017, we have fully refunded this obligation.
$25.5 million increase effective in January 2018; $29.6 million increase effective in January 2017; $24.0 million increase effective in January 2016; and $4.6 million decrease effective in January 2015. In March 2016, the FERC approved a settlement reducing our base ROE used in determining our TFR. The settlement resulted in an ROE of 10.3%, which consists of a 9.8% base ROE plus a 0.5% incentive ROE for participation in a regional transmission organization (RTO). The updated prices were retroactively effective January 2016. This adjustment also reflected estimated recovery of increased transmission capital expenditures and operating costs. We began refunding our previously recorded refund obligation in 2016 and as of December 31, 2016, we had a remaining refund obligation of $1.2 million, which is included in current regulatory liabilities on our balance sheet. As of December 31, 2017, we have fully refunded this obligation.  
Property Tax Surcharge We make annual filings with the KCC to adjust our prices to include the cost incurred for property taxes. In October 2015, in connection with the state general rate review, the existing balance of costs incurred for property taxes were rolled into our base prices. In the most recent four years, the KCC issued orders related to such filings allowing us to adjust our annual retail revenues by approximately:
: 5. FINANCIAL INSTRUMENTS AND TRADING SECURITIES Values of Financial Instruments GAAP establishes a hierarchical framework for disclosing the transparency of the inputs utilized in measuring assets and liabilities at fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy levels. In addition, we measure certain investments that do not have a readily determinable fair value at net asset value (NAV), which are not included in the fair value hierarchy.
              *     $0.2 million decrease effective in January 2018;
Further explanation of these levels and NAV is summarized below. 76 Level 1 -Quoted prices are available in active markets for identical assets or liabilities.
                    $26.8 million decrease effective in January 2017;
The types of assets and liabilities included in level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on public exchanges.
                    $5.0 million increase effective in January 2016; and
* Level 2 -Pricing inputs are not quoted prices in active markets, but are either directly or indirectly observable.
                    $4.9 million increase effective in January 2015.
FERC Proceedings In October of each year, we post an updated TFR that includes projected transmission capital expenditures and operating costs for the following year. This rate provides the basis for our annual request with the KCC to adjust our retail prices to include updated transmission costs as noted above. In the most recent four years, we posted our TFR, which was expected to adjust our annual transmission revenues by approximately:
                    $25.5 million increase effective in January 2018;
                    $29.6 million increase effective in January 2017;
                    $24.0 million increase effective in January 2016; and
                    $4.6 million decrease effective in January 2015.
In March 2016, the FERC approved a settlement reducing our base ROE used in determining our TFR. The settlement resulted in an ROE of 10.3%, which consists of a 9.8% base ROE plus a 0.5% incentive ROE for participation in a regional transmission organization (RTO). The updated prices were retroactively effective January 2016. This adjustment also reflected estimated recovery of increased transmission capital expenditures and operating costs. We began refunding our previously recorded refund obligation in 2016 and as of December 31, 2016, we had a remaining refund obligation of $1.2 million, which is included in current regulatory liabilities on our balance sheet. As of December 31, 2017, we have fully refunded this obligation.
: 5. FINANCIAL INSTRUMENTS AND TRADING SECURITIES Values of Financial Instruments GAAP establishes a hierarchical framework for disclosing the transparency of the inputs utilized in measuring assets and liabilities at fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy levels. In addition, we measure certain investments that do not have a readily determinable fair value at net asset value (NAV), which are not included in the fair value hierarchy. Further explanation of these levels and NAV is summarized below.
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Level 1 - Quoted prices are available in active markets for identical assets or liabilities. The types of assets and liabilities included in level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on public exchanges.
* Level 2 - Pricing inputs are not quoted prices in active markets, but are either directly or indirectly observable.
The types of assets and liabilities included in level 2 are typically liquid investments in funds that have a readily determinable fair value calculated using daily NAVs, other financial instruments that are comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or other financial instruments priced with models using highly observable inputs.
The types of assets and liabilities included in level 2 are typically liquid investments in funds that have a readily determinable fair value calculated using daily NAVs, other financial instruments that are comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or other financial instruments priced with models using highly observable inputs.
* Level 3 -Significant inputs to pricing have little or no transparency.
* Level 3 - Significant inputs to pricing have little or no transparency. The types of assets and liabilities included in level 3 are those with inputs requiring significant management judgment or estimation.
The types of assets and liabilities included in level 3 are those with inputs requiring significant management judgment or estimation.
Net Asset Value - Investments that do not have a readily determinable fair value are measured at NAV. These investments do not consider the observability of inputs, therefore, they are not included within the fair value hierarchy. We include in this category investments in private equity, real estate and alternative investment funds that do not have a readily determinable fair value. The underlying alternative investments include collateralized debt obligations, mezzanine debt and a variety of other investments.
Net Asset Value -Investments that do not have a readily determinable fair value are measured at NA V. These investments do not consider the observability of inputs, therefore, they are not included within the fair value hierarchy.
We record cash and cash equivalents, short-term borrowings and variable-rate debt on our consolidated balance sheets at cost, which approximates fair value. We measure the fair value of fixed-rate debt, a level 2 measurement, based on quoted market prices for the same or similar issues or on the current rates offered for instruments of the same remaining maturities and redemption provisions. The recorded amount of accounts receivable and other current financial instruments approximates fair value.
We include in this category investments in private equity, real estate and alternative investment funds that do not have a readily determinable fair value. The underlying alternative investments include collateralized debt obligations, mezzanine debt and a variety of other investments.
We measure fair value based on information available as of the measurement date. The following table provides the carrying values and measured fair values of our fixed-rate debt.
We record cash and cash equivalents, short-term borrowings and variable-rate debt on our consolidated balance sheets at cost, which approximates fair value. We measure the fair value of fixed-rate debt, a level 2 measurement, based on quoted market prices for the same or similar issues or on the current rates offered for instruments of the same remaining maturities and redemption provisions.
As of December 31, 2017             As of December 31, 2016 Carrying Value   Fair Value      Carrying Value        Fair Value (In Thousands)
The recorded amount of accounts receivable and other current financial instruments approximates fair value. We measure fair value based on information available as of the measurement date. The following table provides the carrying values and measured fair values of our fixed-rate debt. As of December 31, 2017 As of December 31, 2016 Carrying Value Fixed-rate debt.....................  
Fixed-rate debt..................... $   3,605,000 $     3,888,620 $       3,430,000 $        3,597,441 Fixed-rate debt ofVIEs ....... .            109,967          110,756            137,962            139,733 77
$ Fixed-rate debt ofVIEs ....... . 3,605,000 109,967 Fair Value Carrying Value (In Thousands)
 
$ 3,888,620  
Recurring Fair Value Measurements The following table provides the amounts and their corresponding level of hierarchy for our assets that are measured at fair value.
$ 3,430,000 110,756 137,962 77 $ Fair Value 3,597,441 139,733 Recurring Fair Value Measurements The following table provides the amounts and their corresponding level of hierarchy for our assets that are measured at fair value. As of December 31, 2017 Level I Level2 Level 3 NAV Total (In Thousands)
As of December 31, 2017                                                           Level I       Level2           Level 3     NAV       Total (In Thousands)
Nuclear Decommissioning Trust: Domestic equity funds ..........................................  
Nuclear Decommissioning Trust:
$ $ 68,658 $ $ 5,142 $ 73,800 International equity funds .....................................
Domestic equity funds ..........................................     $             $     68,658 $             $   5,142 $     73,800 International equity funds .....................................                           47,908                                 47,908 Core bond fund .....................................................                       33,250                                 33,250 High-yield bond fund ............................................                         18,089                                 18,089 Emerging markets bond fund ................................                               17,345                                 17,345 Combination debt/equity/other fund .....................                                   14,125                                 14,125 Alternative investments fund ................................                                                       21,669       21,669 Real estate securities fund .....................................                                                   10,806       10,806 Cash equivalents ...................................................           110                                                   110 Total Nuclear Decommissioning Trust .....                               110     199,375                     37,617     237,102 Trading Securities:
47,908 47,908 Core bond fund .....................................................
Core bond fund .....................................................                       27,324                                 27,324 Combination debt/equity/other fund .....................                                   6,831                                   6,831 Cash equivalents ...................................................           156                                                   156 Total Trading Securities ............................                   156       34,155                                 34,311 Total Assets Measured at Fair Value .......................................     $         266 $   233,530   $             $   37,617 $   271,413 As of December 31, 2016                                                           Level 1       Level 2         Level 3     NAV       Total (In Thousands)
33,250 33,250 High-yield bond fund ............................................
Nuclear Decommissioning Trust:
18,089 18,089 Emerging markets bond fund ................................
Domestic equity funds ..........................................     $             $     56,312 $             $   5,056 $     61,368 International equity funds .....................................                           35,944                                 35,944 Core bond fund .................................................... :                     27,423                                 27,423 High-yield bond fund ............................................                         18,188                                 18,188 Emerging markets bond fund ................................                               14,738                                 14,738 Combination debt/equity/other fund .....................                                   13,484                                 13,484 Alternative investments fund ................................                                                       18,958       18,958 Real estate securities fund .....................................                                                     9,946         9,946 Cash equivalents ...................................................             73                                                   73 Total Nuclear Decommissioning Trust .....                               73     166,089                     33,960     200,122 Trading Securities:
17,345 17,345 Combination debt/equity/other fund .....................
Domestic equity funds ..........................................                           18,364                                 18,364 International equity fund .......................................                           4,467                                   4,467 Core bond fund .....................................................                       11,504                                 11,504 Cash equivalents ...................................................           156                                                   156 Total Trading Securities ............................                   156       34,335                                 34,491 Total Assets Measured at Fair Value .......................................     $         229 $   200,424   $             $   33,960 $   234,613 78
14,125 14,125 Alternative investments fund ................................
 
21,669 21,669 Real estate securities fund .....................................
Some of our investments in the NDT are measured at NAV and do not have readily determinable fair values. These investments are either with investment companies or companies that follow accounting guidance consistent with investment companies. In certain situations, these investments may have redemption restrictions. The following table provides additional information on these investments.
10,806 10,806 Cash equivalents  
As of December 31, 2017   As ofDecember 31, 2016 As of December 31, 2017 Unfunded                 Unfunded    Redemption  Length of Fair Value  Commitments    Fair Value Commitments   Frequency    Settlement (In Thousands)
...................................................
Nuclear Decommissioning Trust:
110 110 Total Nuclear Decommissioning Trust ..... 110 199,375 37,617 237,102 Trading Securities:
Domestic equity funds .................... $               5,142 $       2,808 $   5,056 $       3,529     (a)          (a)
Core bond fund .....................................................
Alternative investments fund (b).....                   21,669                     18,958               Quarterly    65 days Real estate securities fund (b) .........                 10,806                     9,946               Quarterly    65 days Total .............................................. $ 37,617   $       2,808 $ 33,960 $       3,529
27,324 27,324 Combination debt/equity/other fund .....................
                                                                    ======                     ======
6,831 6,831 Cash equivalents  
(a) This investment is in four long-term private equity funds that do not permit early withdrawal. Our 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. Our initial investment in the fourth fund occurred in the second quarter of 2016. This 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.
...................................................
(b) There is a holdback on final redemptions.
156 156 Total Trading Securities  
Derivative Instruments Price Risk We use various types of fuel, including coal, natural gas, uranium and diesel to operate our plants and also purchase power to meet customer demand. Our prices and consolidated financial results are exposed to market risks from commodity price changes for electricity and other energy-related products as well as from interest rates. Volatility in these markets impacts our costs of purchased power, costs of fuel for our generating plants and our participation in energy markets. We strive to manage our customers' and our exposure to market risks through regulatory, operating and financing activities and, when we deem appropriate, we economically hedge a portion of these risks through the use of derivative financial instruments for non-trading purposes.
............................
Interest Rate Risk We have entered into numerous fixed and variable rate debt obligations. For details, see Note 10, "Long-Term Debt."
156 34,155 34,311 Total Assets Measured at Fair Value .......................................  
We manage our interest rate risk related to these debt obligations by limiting our exposure to variable interest rate debt, diversifying maturity dates and entering into treasury yield hedge transactions. We may also use other financial derivative instruments such as interest rate swaps.
$ 266 $ 233,530 $ $ 37,617 $ 271,413 As of December 31, 2016 Level 1 Level 2 Level 3 NAV Total (In Thousands)
: 6. FINANCIAL INVESTMENTS We report our investments in equity and debt securities at fair value and use the specific identification method to determine their realized gains and losses. We classify these investments as either trading securities or available-for-sale securities as described below.
Nuclear Decommissioning Trust: Domestic equity funds ..........................................  
Trading Securities We hold equity and debt investments that we classify as trading securities in a trust used to fund certain retirement benefit obligations. These obligations totaled $27.4 million and $26.8 million as of December 31, 2017 and 2016, respectively.
$ $ 56,312 $ $ 5,056 $ 61,368 International equity funds .....................................
For additional information on our benefit obligations, see Note 12, "Employee Benefit Plans."
35,944 35,944 Core bond fund ....................................................  
79
: 27,423 27,423 High-yield bond fund ............................................
 
18,188 18,188 Emerging markets bond fund ................................
As of December 31, 2017 and 2016, we measured the fair value of trust assets at $34.3 million and $34.5 million, respectively. We include unrealized gains or losses on these securities in investment earnings on our consolidated statements of income. For the years ended December 31, 2017, 2016 and 2015, we recorded unrealized gains of $4.0 million, $2.5 million and $0.4 million, respectively, on assets still held.
14,738 14,738 Combination debt/equity/other fund .....................
Available-for-Sale Securities We hold investments in a trust for the purpose of funding the decommissioning of Wolf Creek. We have classified these investments as available-for-sale and have recorded all such investments at their fair market value as of December 31, 2017 and 2016.
13,484 13,484 Alternative investments fund ................................
Using the specific identification method to determine cost, we realized no gain or loss on our available-for-sale securities in 2017. We realized a loss on our available-for-sale securities of$1.5 million and $0.9 million in 2016 and 2015, respectively. We record net realized and unrealized gains and losses in regulatory liabilities on our consolidated balance sheets.
18,958 18,958 Real estate securities fund .....................................
This reporting is consistent with the method we use to account for the decommissioning costs we recover in our prices. Gains or losses on assets in the trust fund are recorded as increases or decreases, respectively, to regulatory liabilities and could result in lower or higher funding requirements for decommissioning costs, which we believe would be reflected in the prices paid by our customers.
9,946 9,946 Cash equivalents  
The following table presents the cost, gross unrealized gains and losses, fair value and allocation of investments in the NDT fund as of December 31, 2017 and 2016.
...................................................
Gross Unrealized Security Type                                           Cost         Gain         Loss         Fair Value Allocation (Dollars In Thousands)
73 73 Total Nuclear Decommissioning Trust ..... 73 166,089 33,960 200,122 Trading Securities:
As of December 31, 2017:
Domestic equity funds ..........................................
Domestic equity funds ...............             $   67,348 $       7,187   $       (735) $     73,800         31%
18,364 18,364 International equity fund .......................................
International equity funds ..........                 36,324       11,584                         47,908         20%
4,467 4,467 Core bond fund .....................................................
Core bond fund ..........................             33,381                         (131)       33,250         14%
11,504 11,504 Cash equivalents  
High-yield bond fund .................               17,989           100                       18,089           8%
...................................................
Emerging markets bond fund .....                     17,449                         (104)       17,345           7%
156 156 Total Trading Securities  
Combination debt/equity/other fund .........................................     8,311         5,814                       14,125           6%
............................
Alternative investments fund .....                   15,000         6,669                       21,669           9%
156 34,335 34,491 Total Assets Measured at Fair Value .......................................  
Real estate securities fund ..........                 9,500         1,306                       10,806           5%
$ 229 $ 200,424 $ $ 33,960 $ 234,613 78 Some of our investments in the NDT are measured at NAV and do not have readily determinable fair values. These investments are either with investment companies or companies that follow accounting guidance consistent with investment companies.
Cash equivalents ........................               110                                         110         <1%
In certain situations, these investments may have redemption restrictions.
Total ....................................   $ 205,412 $     32,660   $       (970) $   237,102         100%
The following table provides additional information on these investments.
As of December 31, 2016:
As of December 31, 2017 Unfunded Fair Value Commitments As ofDecember 31, 2016 Unfunded Fair Value Commitments (In Thousands)
Domestic equity funds ...............             $   53,192 $       8,295   $       (119) $     61,368         31%
Nuclear Decommissioning Trust: Domestic equity funds ....................  
International equity funds ..........                 34,502         2,075           (633)       35,944         18%
$ 5,142 $ 2,808 $ 5,056 $ 3,529 Alternative investments fund (b)..... 21,669 18,958 Real estate securities fund (b) .........
Core bond fund ..........................             27,952                         (529)       27,423         14%
10,806 9,946 Total ..............................................  
High-yield bond fund .................               18,358                         (170)       18,188           9%
$ 37,617 $ 2,808 $ 33,960 $ 3,529 ====== ====== As of December 31, 2017 Redemption Length of Frequency Settlement (a) Quarterly Quarterly (a) 65 days 65 days (a) This investment is in four long-term private equity funds that do not permit early withdrawal.
Emerging markets bond fund .....                     16,397                       (1,659)       14,738           7%
Our investments in these funds cannot be distributed until the underlying investments have been liquidated, which may take years from the date of initial liquidation.
Combination debt/ equity/other fund .........................................     9,171         4,313                       13,484           7%
Three funds have begun to make distributions.
Alternative investments fund .....                   15,000         3,958                       18,958           9%
Our initial investment in the fourth fund occurred in the second quarter of 2016. This 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. (b) There is a holdback on final redemptions.
Real estate securities fund ..........                 9,500           446                         9,946           5%
Derivative Instruments Price Risk We use various types of fuel, including coal, natural gas, uranium and diesel to operate our plants and also purchase power to meet customer demand. Our prices and consolidated financial results are exposed to market risks from commodity price changes for electricity and other energy-related products as well as from interest rates. Volatility in these markets impacts our costs of purchased power, costs of fuel for our generating plants and our participation in energy markets. We strive to manage our customers' and our exposure to market risks through regulatory, operating and financing activities and, when we deem appropriate, we economically hedge a portion of these risks through the use of derivative financial instruments for trading purposes.
Cash equivalents ........................                 73                                         73         <1%
Interest Rate Risk We have entered into numerous fixed and variable rate debt obligations.
Total ....................................   $ 184,145 $     19,087   $     (3,110) $   200,122         100%
For details, see Note 10, "Long-Term Debt." We manage our interest rate risk related to these debt obligations by limiting our exposure to variable interest rate debt, diversifying maturity dates and entering into treasury yield hedge transactions.
80
We may also use other financial derivative instruments such as interest rate swaps. 6. FINANCIAL INVESTMENTS We report our investments in equity and debt securities at fair value and use the specific identification method to determine their realized gains and losses. We classify these investments as either trading securities or available-for-sale securities as described below. Trading Securities We hold equity and debt investments that we classify as trading securities in a trust used to fund certain retirement benefit obligations.
 
These obligations totaled $27.4 million and $26.8 million as of December 31, 2017 and 2016, respectively.
The following table presents the fair value and the gross unrealized losses of the available-for-sale securities held in the NDT fund aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 201 7 and 2016.
For additional information on our benefit obligations, see Note 12, "Employee Benefit Plans." 79 As of December 31, 2017 and 2016, we measured the fair value of trust assets at $34.3 million and $34.5 million, respectively.
Less than 12 Months                       12 Months or Greater                   Total Gross                                   Gross                        Gross Unrealized                                 Unrealized                    Unrealized Fair Value         Losses               Fair Value         Losses       Fair Value     Losses (In Thousands)
We include unrealized gains or losses on these securities in investment earnings on our consolidated statements of income. For the years ended December 31, 2017, 2016 and 2015, we recorded unrealized gains of $4.0 million, $2.5 million and $0.4 million, respectively, on assets still held. Available-for-Sale Securities We hold investments in a trust for the purpose of funding the decommissioning of Wolf Creek. We have classified these investments as available-for-sale and have recorded all such investments at their fair market value as of December 31, 2017 and 2016. Using the specific identification method to determine cost, we realized no gain or loss on our available-for-sale securities in 2017. We realized a loss on our available-for-sale securities of$1.5 million and $0.9 million in 2016 and 2015, respectively.
As of December 31, 2017:
We record net realized and unrealized gains and losses in regulatory liabilities on our consolidated balance sheets. This reporting is consistent with the method we use to account for the decommissioning costs we recover in our prices. Gains or losses on assets in the trust fund are recorded as increases or decreases, respectively, to regulatory liabilities and could result in lower or higher funding requirements for decommissioning costs, which we believe would be reflected in the prices paid by our customers.
Domestic equity funds .............. $                 1,784   $           (362) $               1,871   $       (373) $       3,655 $      (735)
The following table presents the cost, gross unrealized gains and losses, fair value and allocation of investments in the NDT fund as of December 31, 2017 and 2016. Gross Unrealized Security Type Cost Gain Loss Fair Value Allocation (Dollars In Thousands)
Core bond fund .........................                                                       33,250             (131)         33,250         (131)
As of December 31, 2017: Domestic equity funds ...............  
Emerging markets bond fund ...                       17,345               (104)                                               17,345         (104)
$ 67,348 $ 7,187 $ (735) $ 73,800 31% International equity funds ..........
Total. .................................. $     19,129   $           (466) $             35,121     $       (504) $       54,250 $      (970)
36,324 11,584 47,908 20% Core bond fund ..........................
As of December 31, 2016:
33,381 (131) 33,250 14% High-yield bond fund .................
Domestic equity funds .............. $                 1,788   $           (119) $                       $             $       1,788 $      (119)
17,989 100 18,089 8% Emerging markets bond fund ..... 17,449 (104) 17,345 7% Combination debt/equity/other fund .........................................
International equity funds .........                                                             7,489           (633)         7,489         (633)
8,311 5,814 14,125 6% Alternative investments fund ..... 15,000 6,669 21,669 9% Real estate securities fund ..........
Core bond fund .........................             27,423               (529)                                               27,423         (529)
9,500 1,306 10,806 5% Cash equivalents  
High-yield bond fund ...............                                                           18,188             (170)         18,188         (170)
........................
Emerging markets bond fund ...                                                                 14,738           (1,659)         14,738       (1,659)
110 110 <1% Total ....................................  
Total. .................................. $     29,211   $           (648) $             40,415     $     (2,462) $       69,626 $    (3,110)
$ 205,412 $ 32,660 $ (970) $ 237,102 100% As of December 31, 2016: Domestic equity funds ...............  
: 7. PROPERTY, PLANT AND EQUIPMENT The following is a summary of our property, plant and equipment balance.
$ 53,192 $ 8,295 $ (119) $ 61,368 31% International equity funds ..........
As of December 31, 2017             2016 (In Thousands)
34,502 2,075 (633) 35,944 18% Core bond fund ..........................
Electric plant in service.......................................... $ 12,954,247 $ 11,986,046 Electric plant acquisition adjustment.....................                       739,037           802,318 Accumulated depreciation......................................               (4,651,748)       (4,404,977) 9,041,536         8,383,387 Construction work in progress .............................. .                   434,927           773,095 Nuclear fuel, net .................................................... .         71,426           61,952 Plant to be retired, net (a) ..................................... ..               5,866           29,925 Net property, plant and equipment.................. $ 9,553,755 $ 9,248,359
27,952 (529) 27,423 14% High-yield bond fund .................
                                                                                                    ======
18,358 (170) 18,188 9% Emerging markets bond fund ..... 16,397 (1,659) 14,738 7% Combination debt/ equity/ other fund .........................................
(a) Represents the planned retirement of analog meters prior to the end of their remaining useful lives due to modernization of meter technology. See Note 4, "Rate Matters and Regulation," for additional information.
9,171 4,313 13,484 7% Alternative investments fund ..... 15,000 3,958 18,958 9% Real estate securities fund ..........
The following is a summary of property, plant and equipment ofVIEs.
9,500 446 9,946 5% Cash equivalents  
As ofDecember 31, 2017             2016 (In Thousands)
........................
Electric plant ofVIEs ............................................ $           392,100 $         497,999 .
73 73 <1% Total ....................................  
Accumulated depreciation ofVIEs ...................... ..                     (215,821)         (240,095)
$ 184,145 $ 19,087 $ (3,110) $ 200,122 100% 80 The following table presents the fair value and the gross unrealized losses of the available-for-sale securities held in the NDT fund aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 201 7 and 2016. Less than 12 Months 12 Months or Greater Total Gross Gross Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value (In Thousands)
Net property, plant and equipment ofVIEs .... $                         176,279 $         257,904
As of December 31, 2017: Domestic equity funds ..............  
                                                                                                                    ======
$ 1,784 $ (362) $ 1,871 $ (373) $ 3,655 Core bond fund .........................
81
33,250 (131) 33,250 Emerging markets bond fund ... 17,345 (104) 17,345 Total. ..................................  
 
$ 19,129 $ (466) $ 35,121 $ (504) $ 54,250 As of December 31, 2016: Domestic equity funds ..............  
We recorded depreciation expense on property, plant and equipment of $350.0 million in 2017, $316.7 million in 2016 and $287.9 million in 2015. Approximately $8.3 million, $9.5 million and $9.6 million of depreciation expense in 2017, 2016 and 2015, respectively, was attributable to property, plant and equipment ofVIEs.
$ 1,788 $ (119) $ $ $ 1,788 International equity funds .........
: 8. JOINT OWNERSHIP OF UTILITY PLANTS Under joint ownership agreements with other utilities, we have undivided ownership interests in four electric generating stations. Energy generated and operating expenses are divided on the same basis as ownership with each owner reflecting its respective costs in its statements of income and each owner responsible for its own financing. Information relative to our ownership interests in these facilities as of December 31, 2017, is shown in the table below.
7,489 (633) 7,489 Core bond fund .........................
In-Service               Accumulated       Construction         Net       Ownership Plant                     Dates     Investment   Depreciation   Work in Progress       MW       Percentage (Dollars in Thousands)
27,423 (529) 27,423 High-yield bond fund ...............
La Cygne unit 1 (a) ......         June 1973 $   639,265 $     171,749 $             29,511         368         50 JEC unit 1 (a) ...............       July 1978     843,945       207,358                 1,703       670         92 JEC unit 2 (a) ............... May 1980       577,590       206,041                 2,190       672         92 JEC unit 3 (a) ............... May 1983       740,467       337,941               17,995         659         92 Wolf Creek (b) .............       Sept. 1985   1,867,487       819,772               90,184         552         47 State Line (c) ............... June 2001       112,679         66,858                   454       196         40 Total ......................             $ 4,781,433   $ 1,809,719 $             142,037       3,117 (a) Jointly owned with Kansas City Power & Light Company (KCPL). Our 8% leasehold interest in Jeffrey Energy Center (JEC) is reflected in the net megawatts (MW) and ownership percentage provided above.
18,188 (170) 18,188 Emerging markets bond fund ... 14,738 (1,659) 14,738 Total. ..................................  
(b) Jointly owned with KCPL and Kansas Electric Power Cooperative, Inc.
$ 29,211 $ (648) $ 40,415 $ (2,462) $ 69,626 7. PROPERTY, PLANT AND EQUIPMENT The following is a summary of our property, plant and equipment balance. As of December 31, 2017 2016 (In Thousands)
(c) Jointly owned with Empire District Electric Company.
Electric plant in service..........................................  
We include in operating expenses on our consolidated statements of income our share of operating expenses of the above plants. Our share of fuel expense for the above plants is generally based on the amount of power we take from the respective plants. Our share of other transactions associated with the plants is included in the appropriate classification on our consolidated financial statements.
$ 12,954,247  
In addition, we consolidate a VIE that holds our 50% leasehold interest in La Cygne unit 2, which represents 331 MW of net capacity. The VIE's investment in the 50% interest was $392.1 million and accumulated depreciation was $215.8 million as of December 31, 2017. We include these amounts in property, plant and equipment of VIEs, net on our consolidated balance sheets. See Note 18, "Variable Interest Entities," for additional information about VIEs.
$ 11,986,046 Electric plant acquisition adjustment.....................
: 9. SHORT-TERM DEBT In December 2017, Westar Energy extended the term of the $270.0 million revolving credit facility to terminate in February 2019. So long as there is no default under the facility, Westar Energy may increase the aggregate amount of borrowings under the facility to $400.0 million, subject to lender participation. All borrowings under the facility are secured by KGE first mortgage bonds. As of December 31, 2017 and 2016, Westar Energy had no borrowed amounts or letters of credit outstanding under this revolving credit facility.
739,037 802,318 Accumulated depreciation......................................  
In September 2015, Westar Energy extended the term of its $730.0 million revolving credit facility to terminate in September 2019, $20.7 million of which expired in September 2017. As long as there is no default under the facility, Westar Energy may extend the facility up to an additional year and may increase the aggregate amount of borrowings under the facility to $1.0 billion, both subject to lender participation. All borrowings under the facility are secured by KGE first mortgage bonds.
(4,651,748)  
As of December 31, 2017, no amounts had been borrowed and $11. 8 million of letters of credit had been issued under this revolving credit facility. As of December 31, 2016, no amounts had been borrowed and $12.3 million ofletters of credit had been issued under this revolving credit facility.
(4,404,977) 9,041,536 8,383,387 Construction work in progress .............................. . 434,927 773,095 Nuclear fuel, net .................................................... . 71,426 61,952 Plant to be retired, net (a) .....................................  
82
.. 5,866 29,925 ------Net property, plant and equipment..................  
 
$ 9,553,755  
Westar Energy maintains a commercial paper program pursuant to which it may issue commercial paper up to a maximum aggregate amount outstanding at any one time of$1.0 billion. This program is supported by and cannot exceed the capacity under Westar Energy's revolving credit facilities. Maturities of commercial paper issuances may not exceed 365 days from the date of issuance and proceeds from such issuances will be used to temporarily fund capital expenditures, to redeem debt on an interim basis, for working capital and/or for other general corporate purposes. Westar Energy had $275.7 million and $3 66. 7 million of commercial paper issued and outstanding as of December 31, 2017 and 2016, respectively.
$ 9,248,359  
In addition, total combined borrowings under Westar Energy's commercial paper program and revolving credit facilities may not exceed $1.0 billion at any given time. The weighted average interest rate on short-term borrowings outstanding as of December 31, 2017 and 2016, was 1.83% and 0.96%, respectively. Additional information regarding our short-term debt is as follows.
====== Gross Unrealized Losses $ (735) (131) (104) $ (970) $ (119) (633) (529) (170) (1,659) $ (3,110) (a) Represents the planned retirement of analog meters prior to the end of their remaining useful lives due to modernization of meter technology.
Year Ended December 31, 2017             2016 (Dollars in Thousands)
See Note 4, "Rate Matters and Regulation," for additional information.
Weighted average short-term debt outstanding ........................................... $   306,245     $   284,700 Weighted daily average interest rates, excluding fees ................................ .       1.29%           0.78%
The following is a summary of property, plant and equipment ofVIEs. As ofDecember 31, 2017 2016 (In Thousands)
Our interest expense on short-term debt was $5.2 million in 2017, $3.6 million in 2016 and $3.0 million in 2015.
Electric plant ofVIEs ............................................  
83
$ 392,100 $ 497,999 . Accumulated depreciation ofVIEs ......................  
.. (215,821)  
(240,095)
Net property, plant and equipment ofVIEs .... $ 176,279 $ 257,904 ====== 81 We recorded depreciation expense on property, plant and equipment of $350.0 million in 2017, $316.7 million in 2016 and $287.9 million in 2015. Approximately  
$8.3 million, $9.5 million and $9.6 million of depreciation expense in 2017, 2016 and 2015, respectively, was attributable to property, plant and equipment ofVIEs. 8. JOINT OWNERSHIP OF UTILITY PLANTS Under joint ownership agreements with other utilities, we have undivided ownership interests in four electric generating stations.
Energy generated and operating expenses are divided on the same basis as ownership with each owner reflecting its respective costs in its statements of income and each owner responsible for its own financing.
Information relative to our ownership interests in these facilities as of December 31, 2017, is shown in the table below. In-Service Accumulated Construction Net Ownership Plant Dates Investment Depreciation Work in Progress MW Percentage (Dollars in Thousands)
La Cygne unit 1 (a) ...... June 1973 $ 639,265 $ 171,749 $ 29,511 368 50 JEC unit 1 (a) ...............
July 1978 843,945 207,358 1,703 670 92 JEC unit 2 (a) ...............
May 1980 577,590 206,041 2,190 672 92 JEC unit 3 (a) ...............
May 1983 740,467 337,941 17,995 659 92 Wolf Creek (b) .............
Sept. 1985 1,867,487 819,772 90,184 552 47 State Line ( c) ...............
June 2001 112,679 66,858 454 196 40 Total ......................  
$ 4,781,433  
$ 1,809,719  
$ 142,037 3,117 (a) Jointly owned with Kansas City Power & Light Company (KCPL). Our 8% leasehold interest in Jeffrey Energy Center (JEC) is reflected in the net megawatts (MW) and ownership percentage provided above. (b) Jointly owned with KCPL and Kansas Electric Power Cooperative, Inc. ( c) Jointly owned with Empire District Electric Company. We include in operating expenses on our consolidated statements of income our share of operating expenses of the above plants. Our share of fuel expense for the above plants is generally based on the amount of power we take from the respective plants. Our share of other transactions associated with the plants is included in the appropriate classification on our consolidated financial statements.
In addition, we consolidate a VIE that holds our 50% leasehold interest in La Cygne unit 2, which represents 331 MW of net capacity.
The VIE's investment in the 50% interest was $392.1 million and accumulated depreciation was $215.8 million as of December 31, 2017. We include these amounts in property, plant and equipment of VIEs, net on our consolidated balance sheets. See Note 18, "Variable Interest Entities," for additional information about VIEs. 9. SHORT-TERM DEBT In December 2017, Westar Energy extended the term of the $270.0 million revolving credit facility to terminate in February 2019. So long as there is no default under the facility, Westar Energy may increase the aggregate amount of borrowings under the facility to $400.0 million, subject to lender participation.
All borrowings under the facility are secured by KGE first mortgage bonds. As of December 31, 2017 and 2016, Westar Energy had no borrowed amounts or letters of credit outstanding under this revolving credit facility.
In September 2015, Westar Energy extended the term of its $730.0 million revolving credit facility to terminate in September 2019, $20.7 million of which expired in September 2017. As long as there is no default under the facility, Westar Energy may extend the facility up to an additional year and may increase the aggregate amount of borrowings under the facility to $1.0 billion, both subject to lender participation.
All borrowings under the facility are secured by KGE first mortgage bonds. As of December 31, 2017, no amounts had been borrowed and $11. 8 million of letters of credit had been issued under this revolving credit facility.
As of December 31, 2016, no amounts had been borrowed and $12.3 million ofletters of credit had been issued under this revolving credit facility.
82 Westar Energy maintains a commercial paper program pursuant to which it may issue commercial paper up to a maximum aggregate amount outstanding at any one time of$1.0 billion. This program is supported by and cannot exceed the capacity under Westar Energy's revolving credit facilities.
Maturities of commercial paper issuances may not exceed 365 days from the date of issuance and proceeds from such issuances will be used to temporarily fund capital expenditures, to redeem debt on an interim basis, for working capital and/or for other general corporate purposes.
Westar Energy had $275.7 million and $3 66. 7 million of commercial paper issued and outstanding as of December 31, 2017 and 2016, respectively.
In addition, total combined borrowings under Westar Energy's commercial paper program and revolving credit facilities may not exceed $1.0 billion at any given time. The weighted average interest rate on short-term borrowings outstanding as of December 31, 2017 and 2016, was 1.83% and 0.96%, respectively.
Additional information regarding our short-term debt is as follows. Year Ended December 31, 2017 2016 (Dollars in Thousands)
Weighted average short-term debt outstanding  
...........................................  
$ 306,245 $ 284,700 Weighted daily average interest rates, excluding fees ................................ . 1.29% 0.78% Our interest expense on short-term debt was $5.2 million in 2017, $3.6 million in 2016 and $3.0 million in 2015. 83
: 10. LONG-TERM DEBT Outstanding Debt The following table summarizes our long-term debt outstanding.
: 10. LONG-TERM DEBT Outstanding Debt The following table summarizes our long-term debt outstanding.
As of December 31, 2017 (In Thousands)
As of December 31, 2017                 2016 (In Thousands)
Westar Energy First mortgage bond series: 5.15% due 2017 ................................................................................................................... . $ 5.10% due 2020 ................................................................................................................... . 250,000 3.25% due 2025 ................................................................................................................... . 250,000 2.55% due 2026 ................................................................................................................... . 350,000 3.10% due2027 ................................................................................................................... . 300,000 4.125% due 2042 ................................................................................................................. . 550,000 4.10% due 2043 ................................................................................................................... . 430,000 4.625% due 2043 ................................................................................................................. . 250,000 4.25% due 2045 ..................................................................................................................  
Westar Energy First mortgage bond series:
.. 300,000 2 1 680,000 Pollution control bond series: Variable due 2032, 1.92% as of December 31, 2017; 1.14% as of December 31, 2016 ..... . 45,000 Variable due 2032, 1.94% as of December 31, 2017; 1.32% as of December 31, 2016 ..... . 30,500 75,500 KGE First mortgage bond series: 6.70% due 2019 ................................................................................................................... . 300,000 6.15% due 2023 ................................................................................................................... . 50,000 6.53% due 2037 ................................................................................................................... . 175,000 6.64% due 2038 ................................................................................................................... . 100,000 4.30% due 2044 ..............................................................  
5.15% due 2017 ................................................................................................................... . $                       $        125,000 5.10% due 2020 ................................................................................................................... .             250,000              250,000 3.25% due 2025 ................................................................................................................... .             250,000              250,000 2.55% due 2026 ................................................................................................................... .             350,000              350,000 3.10% due2027 ................................................................................................................... .             300,000 4.125% due 2042 ................................................................................................................. .               550,000              550,000 4.10% due 2043 ................................................................................................................... .             430,000              430,000 4.625% due 2043 ................................................................................................................. .             250,000              250,000 4.25% due 2045 .................................................................................................................. ..             300,000              300,000 21680,000            2 505,000 Pollution control bond series:
***:*************  
Variable due 2032, 1.92% as of December 31, 2017; 1.14% as of December 31, 2016 ..... .                                                           45,000              45,000 Variable due 2032, 1.94% as of December 31, 2017; 1.32% as of December 31, 2016 ..... .                                                           30,500              30 500 75,500              75,500 KGE First mortgage bond series:
.. ************  
6.70% due 2019 ................................................................................................................... .             300,000              300,000 6.15% due 2023 ................................................................................................................... .               50,000              50,000 6.53% due 2037 ................................................................................................................... .             175,000              175,000 6.64% due 2038 ................................................................................................................... .             100,000              100,000 4.30% due 2044 .............................................................. ***:************* .. ************ ...................... .         250 000              250 000 875,000              875,000 Pollution control bond series:
...................... . 250 000 875,000 Pollution control bond series: Variable due 2027, 2.00% as of December 31, 2017; 1.46% as of December 31, 2016 .... .. 21,940 2.50% due 2031 ..................................................................................................................  
Variable due 2027, 2.00% as of December 31, 2017; 1.46% as of December 31, 2016 .... ..                                                           21,940              21,940 2.50% due 2031 .................................................................................................................. ..               50,000              50,000 Variable due 2032, 2.00% as of December 31, 2017; 1.46% as of December 31, 2016 ..... .                                                             14,500              14,500 Variable due 2032, 2.00% as of December 31, 2017; 1.46% as ofDecember 31, 2016 ..... .                                                             10 000              10 000 96,440               96440 Total long-term debt ...................................................................................................................... .       3,726,940            3,551,940 Unamortized debt discount (a) ...................................................................................................... .                 (10,925)             (10,358)
.. 50,000 Variable due 2032, 2.00% as of December 31, 2017; 1.46% as of December 31, 2016 ..... . 14,500 Variable due 2032, 2.00% as of December 31, 2017; 1.46% as ofDecember 31, 2016 ..... . 10 000 96,440 Total long-term debt ...................................................................................................................... . 3,726,940 Unamortized debt discount (a) ...................................................................................................... . (10,925) Unamortized debt issuance expense (a) .......................................................................................  
Unamortized debt issuance expense (a) ....................................................................................... ..                       (28,460)             (27,912)
.. (28,460) Long-term debt due within one year ............................................................................................. . Long-tenn debt, net .............................................................................................................. . $ 3,687,555 Variable Interest Entities 5.92% due 2019 (b) ............................................................... , .............. , .................................  
Long-term debt due within one year ............................................................................................. .                                         (125,0002 Long-tenn debt, net .............................................................................................................. . $         3,687,555     $      3,388,670 Variable Interest Entities 5.92% due 2019 (b) ...............................................................,.............., ................................. $                       $          1,157 2.398% due 2021 (b) ............................................................................................................. _ _ _..;;..c.;'-"-""'""
$ 109 967 2.398% due 2021 (b) .............................................................................................................
109 967              136 805 Total long-term debt of variable interest entities .......................................................................... .                         109,967             137,962 Unamortized debt premium (a) .................................................................................................... ..                                               89 Long-term debt of variable interest entities due within one year .................................................. _ _ _..._=-"""""-                   (28,5342             (26 18422 Long-term debt of variable interest entities, net ...................................................................                   =$====::::::=====
___ ..;;..c.;'-"-""'"" Total long-term debt of variable interest entities .......................................................................... . 109,967 Unamortized debt premium (a) ....................................................................................................  
81 433 $          I l1,2Q2 (a) We amortize debt discounts and issuance expense to interest expense over the term of the respective issues.
.. Long-term debt of variable interest entities due within one year ..................................................
(b) Portions of our payments related to this debt reduce the principal balances each year until maturity.
___ ..._=-"""""-
The Westar Energy and KGE mortgages each contain provisions restricting the amount of first mortgage bonds (FMBs) that could be issued by each entity. We must comply with such restrictions prior to the issuance of additional first mortgage bonds or other secured indebtedness.
(28,5342 81 433 Long-term debt of variable interest entities, net ...................................................................  
84
=$====::::::===== (a) We amortize debt discounts and issuance expense to interest expense over the term of the respective issues. (b) Portions of our payments related to this debt reduce the principal balances each year until maturity.  
 
$ $ $ $ 2016 125,000 250,000 250,000 350,000 550,000 430,000 250,000 300,000 2 505,000 45,000 30 500 75,500 300,000 50,000 175,000 100,000 250 000 875,000 21,940 50,000 14,500 10 000 96440 3,551,940 (10,358) (27,912) (125,0002 3,388,670 1,157 136 805 137,962 89 (26 1 8422 I l1,2Q2 The Westar Energy and KGE mortgages each contain provisions restricting the amount of first mortgage bonds (FMBs) that could be issued by each entity. We must comply with such restrictions prior to the issuance of additional first mortgage bonds or other secured indebtedness.
The amount of Westar Energy FMBs authorized by its Mortgage and Deed of Trust, dated July 1, 1939, as supplemented, is subject to certain limitations as described below. The amount ofKGE FMBs authorized by the KGE Mortgage and Deed of Trust, dated April 1, 1940, as supplemented and amended, is limited to a maximum of$3.5 billion, unless amended further. FMBs are secured by utility assets. Amounts of additional bonds that may be issued are subject to property, earnings and certain restrictive provisions, except in connection with certain refundings, of each mortgage. As of December 31, 2017, approximately $929. 7 million principal amount of additional FMBs could be issued under the most restrictive provisions in Westar Energy's mortgage. As of December 31, 201 7, approximately $1.5 billion principal amount of additional KGE FMBs could be issued under the most restrictive provisions in KGE's mortgage.
84 The amount of Westar Energy FMBs authorized by its Mortgage and Deed of Trust, dated July 1, 1939, as supplemented, is subject to certain limitations as described below. The amount ofKGE FMBs authorized by the KGE Mortgage and Deed of Trust, dated April 1, 1940, as supplemented and amended, is limited to a maximum of$3.5 billion, unless amended further. FMBs are secured by utility assets. Amounts of additional bonds that may be issued are subject to property, earnings and certain restrictive provisions, except in connection with certain refundings, of each mortgage.
As of December 31, 2017, we had $121.9 million of variable rate, tax-exempt bonds outstanding. While the interest rates for these bonds have been low, we continue to monitor the credit markets and evaluate our options with respect to these bonds.
As of December 31, 2017, approximately
In March 2017, Westar Energy issued $300.0 million in principal amount ofFMBs bearing a stated interest at 3.10%
$929. 7 million principal amount of additional FMBs could be issued under the most restrictive provisions in Westar Energy's mortgage.
maturing April 2027.
As of December 31, 201 7, approximately
In January 2017, Westar Energy retired $125.0 million in principal amount ofFMBs bearing a stated interest at 5.15%
$1.5 billion principal amount of additional KGE FMBs could be issued under the most restrictive provisions in KGE's mortgage.
maturing January 2017.
As of December 31, 2017, we had $121.9 million of variable rate, tax-exempt bonds outstanding.
In June 2016, Westar Energy issued $350.0 million in principal amount ofFMBs bearing a stated interest at 2.55% and maturing July 2026. The bonds were issued as "Green Bonds," and all proceeds from the bonds were used in renewable energy projects, primarily the construction of the Western Plains Wind Farm.
While the interest rates for these bonds have been low, we continue to monitor the credit markets and evaluate our options with respect to these bonds. In March 2017, Westar Energy issued $300.0 million in principal amount ofFMBs bearing a stated interest at 3.10% maturing April 2027. In January 2017, Westar Energy retired $125.0 million in principal amount ofFMBs bearing a stated interest at 5.15% maturing January 2017. In June 2016, Westar Energy issued $350.0 million in principal amount ofFMBs bearing a stated interest at 2.55% and maturing July 2026. The bonds were issued as "Green Bonds," and all proceeds from the bonds were used in renewable energy projects, primarily the construction of the Western Plains Wind Farm. Also in June 2016, KGE redeemed and reissued $50.0 million in principal amount pollution control bonds maturing June 2031. The stated rate of the bonds was reduced from 4.85% to 2.50%. In February 2016, KGE, as lessee to the La Cygne sale-leaseback, effected a redemption and reissuance of $162.1 million in outstanding bonds held by the trustee of the lease maturing March 2021. The stated interest rate of the bonds was reduced from 5.647% to 2.398%. See Note 18, "Variable Intere~t Entities," for additional information regarding our La Cygne sale-leaseback.
Also in June 2016, KGE redeemed and reissued $50.0 million in principal amount pollution control bonds maturing June 2031. The stated rate of the bonds was reduced from 4.85% to 2.50%.
In February 2016, KGE, as lessee to the La Cygne sale-leaseback, effected a redemption and reissuance of
$162.1 million in outstanding bonds held by the trustee of the lease maturing March 2021. The stated interest rate of the bonds was reduced from 5.647% to 2.398%. See Note 18, "Variable Intere~t Entities," for additional information regarding our La Cygne sale-leaseback.
With the exception of Green Bonds, proceeds from issuances were used to repay short-term debt, which was used to purchase capital equipment, to redeem bonds and for working capital and general corporate purposes.
With the exception of Green Bonds, proceeds from issuances were used to repay short-term debt, which was used to purchase capital equipment, to redeem bonds and for working capital and general corporate purposes.
Maturities The principal amounts of our long-term debt maturities as of December 31, 2017, are as follows. Long-term Year Long-term debt debt of VIEs 2018 ....................................  
Maturities The principal amounts of our long-term debt maturities as of December 31, 2017, are as follows.
.. $ 2019 ....................................  
Long-term Year                                         Long-term debt     debt of VIEs (In Thousands) 2018 .................................... .. $                 $        28,534 2019 .................................... ..         300,000            30,337 2020 ..................................... .         250,000            32,254 2021 ..................................... .                             18,842 2022 ..................................... .
.. 2020 ..................................... . 2021 ..................................... . 2022 ..................................... . Thereafter  
Thereafter ............................ .         3,176,940 Total maturities..............           $     3,726,940   $       109,967
............................ . Total maturities..............  
                                                                                            =======
$ (In Thousands) 300,000 250,000 3,176,940
Interest expense on long-term debt, net of debt AFUDC, was $151. 7 million in 2017, $141.4 million in 2016 and
$ 3,726,940  
$152.7 million in 2015. Interest expense on long-term debt ofVIEs was $2.8 million in 2017, $4.2 million in 2016 and
$ 28,534 30,337 32,254 18,842 109,967 ======= Interest expense on long-term debt, net of debt AFUDC, was $151. 7 million in 2017, $141.4 million in 2016 and $152.7 million in 2015. Interest expense on long-term debt ofVIEs was $2.8 million in 2017, $4.2 million in 2016 and $9.8 million in 2015. 85
$9.8 million in 2015.
85
: 11. TAXES Income tax expense is comprised of the following components.
: 11. TAXES Income tax expense is comprised of the following components.
Year Ended December 31, 2017 2016 2015 (In Thousands)
Year Ended December 31, 2017             2016         2015 (In Thousands)
Income Tax Expense (Benefit):
Income Tax Expense (Benefit):
Current income taxes: Federal .............................................................................  
Current income taxes:
$ 126 $ (1,007) $ 327 State ................................................................................ . 359 318 341 Deferred income taxes: Federal ............................................................................ . 122,757 155,230 124,891 State ................................................................................ . 30,675 32,892 29,484 Investment tax credit amortization  
Federal ............................................................................. $         126 $         (1,007) $       327 State ................................................................................ .         359             318           341 Deferred income taxes:
.................................... . (2,762) . (2,893) (3,043) Income tax expense...................................................  
Federal ............................................................................ .     122,757         155,230       124,891 State ................................................................................ . 30,675           32,892       29,484 Investment tax credit amortization .................................... .                       (2,762) .       (2,893)       (3,043)
$ 151,155 $ 184,540 $ 152,000 ====== 86 The tax effect of the temporary differences and carryforwards that comprise our deferred tax assets and deferred tax liabilities are summarized in the following table. As of December 31, 2017 2016 (In Thousands)
Income tax expense................................................... $                 151,155 $       184,540 $     152,000
Deferred tax assets: Tax credit carryforward (a).............................................................  
                                                                                                      ======
$ 323,518 $ 265,750 Income taxes refundable to customers, net ...................................  
86
.. 230,348 Deferred employee benefit costs .................................................... . 95,913 137,337 Net operating loss carryforward (b) ............................................... . 70,041 86,693 Deferred state income taxes ..........................................................  
 
.. 63,838 73,294 Alternative minimum tax carryforward (c) ...................................  
The tax effect of the temporary differences and carryforwards that comprise our deferred tax assets and deferred tax liabilities are summarized in the following table.
.. 52,187 29,412 Deferred compensation  
As of December 31, 2017                 2016 (In Thousands)
.................................................................. . 21,600 31,981 Deferred regulatory gain on sale-leaseback  
Deferred tax assets:
..................................  
Tax credit carryforward (a)............................................................. $                     323,518   $         265,750 Income taxes refundable to customers, net ................................... ..                               230,348 Deferred employee benefit costs .................................................... .                         95,913             137,337 Net operating loss carryforward (b) ............................................... .                           70,041               86,693 Deferred state income taxes .......................................................... ..                       63,838               73,294 Alternative minimum tax carryforward (c) ................................... ..                                 52,187               29,412 Deferred compensation .................................................................. .                     21,600               31,981 Deferred regulatory gain on sale-leaseback .................................. ..                               17,148               30,868 Accrued liabilities .......................................................................... .               13,193               21,757 La Cygne dismantling costs ........................................................... .                         7,840             10,972 Disallowed costs ............................................................................. .                 5,800               9,600 Other ............................................................................................... .         45,484               47,200 Total deferred tax assets.............................................................. $                   946,910   $         744,864 Deferred tax liabilities:
.. 17,148 30,868 Accrued liabilities  
Plant-related.................................................................................... $         1,483,276   $       1,925,270 Deferred employee benefit costs ................................................... ..                         95,913             137,337 Acquisition premium ..................................................................... ..                   76,574             147,868 Deferred state income taxes .......................................................... ..                       46,940               61,110 Debt reacquisition costs ................................................................. .                   26,539               41,753 Amounts due from customers for future income taxes, net .......... ..                                                               124,020 Other............................................................................................... .         33,411               60,282 Total deferred tax liabilities......................................................... $
.......................................................................... . 13,193 21,757 La Cygne dismantling costs ........................................................... . 7,840 10,972 Disallowed costs ............................................................................. . 5,800 9,600 Other ............................................................................................... . 45,484 47,200 -------Total deferred tax assets..............................................................  
1,762,653   $       2,497,640 Net deferred income tax liabilities ......................................................... $                   815,743   $       1,752,776 (a) Based on filed tax returns and amounts expected to be reported in current year tax returns (December 31, 2017), we had available federal general business tax credits of$100.0 million and state investment tax credits of$223.5 million. The federal general business tax credits were primarily generated from production tax credits. These tax credits expire beginning in 2020 and ending in 2037. The state investment tax credits expire beginning in 2024 and ending in 2033.
$ 946,910 $ 744,864 Deferred tax liabilities:
(b) As of December 31, 2017, we had a federal net operating loss carryforward of $181.1 million, which is available to offset federal taxable income and a state net operating loss of$470.4 million, which is available to offset state taxable income. The federal net operating losses will expire beginning in 2032 and ending in 2036 and the state net operating losses will expire beginning in 2020 and ending in 2027.
Plant-related....................................................................................  
(c) As of December 31, 2017, we had available an alternative minimwn tax credit carryforward of $52.2 million. This credit is refundable by tax year 2021, if not fully utilized.
$ 1,483,276  
The TCJA, which was signed into law in December 2017, significantly reforms the IRC and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, a federal corporate income tax rate decrease from 35% to 21 % effective for tax years beginning after December 31, 2017, limiting the deduction for net operating losses, eliminating net operating loss carrybacks for losses after 2017 and eliminating our use of bonus depreciation on new capital investments. As a result, we decreased deferred income tax liabilities by approximately $1.0 billion and made corresponding adjustments to regulatory assets and regulatory liabilities. In addition, in 2017 we decreased non-regulated net deferred income tax assets by approximately $12.2 million and correspondingly recorded an increase in income tax expense, which increased our effective tax rate by 2.5%.
$ 1,925,270 Deferred employee benefit costs ...................................................  
87
.. 95,913 137,337 Acquisition premium .....................................................................  
 
.. 76,574 147,868 Deferred state income taxes ..........................................................  
We have recorded a regulatory liability for our obligation to reduce the prices charged to customers for deferred income taxes recovered from customers in earlier periods when corporate income tax rates were higher than current income tax rates under the TCJA. Most of this regulatory liability is related to depreciation and will be returned to the customer through lower rates over the life of the applicable property. Also, in accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain accelerated income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset for these amounts, which is offset against the regulatory liability. The income tax-related regulatory assets and liabilities as well as unamortized investment tax credits are also temporary differences for which deferred income taxes have been provided.
.. 46,940 61,110 Debt reacquisition costs ................................................................. . 26,539 41,753 Amounts due from customers for future income taxes, net ..........  
Our .effective income tax rates are computed by dividing total federal and state income taxes by the sum of such taxes and net income. The difference between the effective income tax rates and the federal statutory income tax rates are as follows.
.. 124,020 Other ............................................................................................... . 33,411 60,282 -------Total deferred tax liabilities.........................................................  
Year Ended December 31, 2017             2016               2015 Statutory federal income tax rate .................................................. .                   35.0%             35.0%             35.0%
$ 1,762,653  
Effect of:
$ 2,497,640 Net deferred income tax liabilities  
Production tax credits ............................................................ .               (6.9)             (1.8)             (2.1)
.........................................................  
State income taxes ................................................................. .               4.1               4.0               4.3 COLI policies ........................................................................ .             (3.1)             (4.2)             (4.4)
$ 815,743 $ 1,752,776 (a) Based on filed tax returns and amounts expected to be reported in current year tax returns (December 31, 2017), we had available federal general business tax credits of$100.0 million and state investment tax credits of$223.5 million. The federal general business tax credits were primarily generated from production tax credits. These tax credits expire beginning in 2020 and ending in 2037. The state investment tax credits expire beginning in 2024 and ending in 2033. (b) As of December 31, 2017, we had a federal net operating loss carryforward of $181.1 million, which is available to offset federal taxable income and a state net operating loss of$470.4 million, which is available to offset state taxable income. The federal net operating losses will expire beginning in 2032 and ending in 2036 and the state net operating losses will expire beginning in 2020 and ending in 2027. ( c) As of December 31, 2017, we had available an alternative minimwn tax credit carryforward of $52.2 million. This credit is refundable by tax year 2021, if not fully utilized.
Federal income tax rate reduction (TCJA) ........................... ..                               2.5 Flow through depreciation for plant-related differences ...... ..                                     2.3               3.1               2.6 Non-controlling interest ........................................................ .                 (0.9)             (0.9)             (0.8)
The TCJA, which was signed into law in December 2017, significantly reforms the IRC and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, a federal corporate income tax rate decrease from 35% to 21 % effective for tax years beginning after December 31, 2017, limiting the deduction for net operating losses, eliminating net operating loss carry backs for losses after 2017 and eliminating our use of bonus depreciation on new capital investments.
Share based payments ........................................................... .                   (0.9)             (0.5)             (0.1)
As a result, we decreased deferred income tax liabilities by approximately  
Amortization of federal investment tax credits ..................... .                               (0.6)             (0.5)             (0.7)
$1.0 billion and made corresponding adjustments to regulatory assets and regulatory liabilities.
AFUDC equity ...................................................................... .               (0.2)             (0.8)             (0.2)
In addition, in 2017 we decreased non-regulated net deferred income tax assets by approximately  
Other ...................................................................................... .       (0.3)               0.4             (0.1)
$12.2 million and correspondingly recorded an increase in income tax expense, which increased our effective tax rate by 2.5%. 87 We have recorded a regulatory liability for our obligation to reduce the prices charged to customers for deferred income taxes recovered from customers in earlier periods when corporate income tax rates were higher than current income tax rates under the TCJA. Most of this regulatory liability is related to depreciation and will be returned to the customer through lower rates over the life of the applicable property.
Effective income tax rate .............................................................. .               31.0%             33.8%             33.5%
Also, in accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain accelerated income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset for these amounts, which is offset against the regulatory liability.
We file income tax returns in the U.S. federal jurisdiction as well as various state jurisdictions. The income tax returns we file will likely be audited by the Internal Revenue Service (IRS) or other tax authorities. With few exceptions, the statute of limitations with respect to U.S. federal or state and local income tax examinations by tax authorities remains open for tax year 2014 and forward.
The income tax-related regulatory assets and liabilities as well as unamortized investment tax credits are also temporary differences for which deferred income taxes have been provided.
The unrecognized income tax benefits decreased from $2.8 million at December 31, 2016, to $1.7 million at December 31, 2017. The net decrease for unrecognized income tax benefits was primarily attributable to tax positions expected to be taken with respect to potential deductions related to an environmental settlement agreement. We do not expect significant changes in the unrecognized income tax benefits in the next 12 months. A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows:
Our .effective income tax rates are computed by dividing total federal and state income taxes by the sum of such taxes and net income. The difference between the effective income tax rates and the federal statutory income tax rates are as follows. Year Ended December 31, 2017 2016 2015 Statutory federal income tax rate .................................................. . 35.0% 35.0% 35.0% Effect of: Production tax credits ............................................................ . (6.9) (1.8) (2.1) State income taxes ................................................................. . 4.1 4.0 4.3 COLI policies ........................................................................ . (3.1) (4.2) (4.4) Federal income tax rate reduction (TCJA) ...........................  
2017               2016             2015 (In Thousands)
.. 2.5 Flow through depreciation for plant-related differences  
Unrecognized income tax benefits as of January 1 .. .. .... ... .. .... .. .. .. .. ....... .. .... ...... $           2,766 $           2,901 $           3,188 Additions based on tax positions related to the current year ............................. .                             165             434               410 Additions for tax positions of prior years .......................................................... .                   20 Reductions for tax positions of prior years ........................................................ .                   (870)               (1)             (86)
...... .. 2.3 3.1 2.6 Non-controlling interest ........................................................ . (0.9) (0.9) (0.8) Share based payments ........................................................... . (0.9) (0.5) (0.1) Amortization of federal investment tax credits ..................... . (0.6) (0.5) (0.7) AFUDC equity ...................................................................... . (0.2) (0.8) (0.2) Other ...................................................................................... . (0.3) 0.4 (0.1) -----Effective income tax rate .............................................................. . 31.0% 33.8% 33.5% We file income tax returns in the U.S. federal jurisdiction as well as various state jurisdictions.
Lapse of statute of limitations ............................................................................ .           (361)           (568)             (611)
The income tax returns we file will likely be audited by the Internal Revenue Service (IRS) or other tax authorities.
Unrecognized income tax benefits as of December 31 ...................................... $
With few exceptions, the statute of limitations with respect to U.S. federal or state and local income tax examinations by tax authorities remains open for tax year 2014 and forward. The unrecognized income tax benefits decreased from $2.8 million at December 31, 2016, to $1.7 million at December 31, 2017. The net decrease for unrecognized income tax benefits was primarily attributable to tax positions expected to be taken with respect to potential deductions related to an environmental settlement agreement.
                                                                                                                ------  1,720 $          2,766 $           2,901
We do not expect significant changes in the unrecognized income tax benefits in the next 12 months. A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows: 2017 2016 2015 (In Thousands)
                                                                                                                ===::::::::::==
Unrecognized income tax benefits as of January 1 .. .. .... ... .. .... .. .. .. .. ....... .. .... ...... $ 2,766 $ 2,901 $ 3,188 Additions based on tax positions related to the current year ............................. . 165 434 410 Additions for tax positions of prior years .......................................................... . 20 Reductions for tax positions of prior years ........................................................ . (870) (1) (86) Lapse of statute of limitations  
The amounts of unrecognized income tax benefits that, if recognized, would favorably impact our effective income tax rate, were $1.6 million, $2.7 million and $2.9 million (net of tax) as of December 31, 2017, 2016 and 2015, respectively.
............................................................................ . (361) (568) (611) ------Unrecognized income tax benefits as of December 31 ......................................  
88
$ ===::::::::::==
 
1,720 $ 2,766 $ 2,901 The amounts of unrecognized income tax benefits that, if recognized, would favorably impact our effective income tax rate, were $1.6 million, $2.7 million and $2.9 million (net of tax) as of December 31, 2017, 2016 and 2015, respectively.
Interest related to income tax uncertainties is classified as interest expense and accrued interest liability. As of December 31, 2017 and 2016, we had $0.1 million and no amounts accrued for interest on our liability related to unrecognized income tax benefits, respectively. We accrued no penalties at either December 31, 2017 or 2016.
88
As of December 31, 2017 and 2016, we had recorded $0.4 million and $1.5 million, respectively, for probable assessments of taxes other than income taxes.
----------------------
: 12. EMPLOYEE BENEFIT PLANS Pension and Post-Retirement Benefit Plans We maintain a qualified non-contributory defined benefit pension plan covering substantially all of our employees.
Interest related to income tax uncertainties is classified as interest expense and accrued interest liability.
For the majority of our employees, pension benefits are based on years of service and an employee's compensation during the 60 highest paid consecutive months out of 120 before retirement. Non-union employees hired after December 31, 2001, and union employees hired after December 31, 2011, are covered by the same defined benefit pension plan; however, their benefits are derived from a cash balance account formula. We also maintain a non-qualified Executive Salary Continuation Plan for the benefit of certain retired executive officers. We have discontinued accruing any future benefits under this non-qualified plan.
As of December 31, 2017 and 2016, we had $0.1 million and no amounts accrued for interest on our liability related to unrecognized income tax benefits, respectively.
The amount we contribute to our pension plan for future periods is not yet known, however, we expect to fund our pension plan each year at least to a level equal to current year pension expense. We must also meet minimum funding requirements under the Employee Retirement Income Security Act, as amended by the Pension Protection Act. We may contribute additional amounts from time to time as deemed appropriate.
We accrued no penalties at either December 31, 2017 or 2016. As of December 31, 2017 and 2016, we had recorded $0.4 million and $1.5 million, respectively, for probable assessments of taxes other than income taxes. 12. EMPLOYEE BENEFIT PLANS Pension and Post-Retirement Benefit Plans We maintain a qualified non-contributory defined benefit pension plan covering substantially all of our employees.
In addition to providing pension benefits, we provide certain post-retirement health care and life insurance benefits for substantially all retired employees. We accrue and recover in our prices the costs of post-retirement benefits during an employee's years of service.
For the majority of our employees, pension benefits are based on years of service and an employee's compensation during the 60 highest paid consecutive months out of 120 before retirement.
As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. See Note 13, "Wolf Creek Employee Benefit Plans," for information about Wolf Creek's benefit plans.
Non-union employees hired after December 31, 2001, and union employees hired after December 31, 2011, are covered by the same defined benefit pension plan; however, their benefits are derived from a cash balance account formula. We also maintain a non-qualified Executive Salary Continuation Plan for the benefit of certain retired executive officers.
89
We have discontinued accruing any future benefits under this non-qualified plan. The amount we contribute to our pension plan for future periods is not yet known, however, we expect to fund our pension plan each year at least to a level equal to current year pension expense. We must also meet minimum funding requirements under the Employee Retirement Income Security Act, as amended by the Pension Protection Act. We may contribute additional amounts from time to time as deemed appropriate.
 
In addition to providing pension benefits, we provide certain post-retirement health care and life insurance benefits for substantially all retired employees.
The following tables summarize the status of our pension and post-retirement benefit plans.
We accrue and recover in our prices the costs of post-retirement benefits during an employee's years of service. As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. See Note 13, "Wolf Creek Employee Benefit Plans," for information about Wolf Creek's benefit plans. 89 The following tables summarize the status of our pension and post-retirement benefit plans. Pension Benefits Post-retirement Benefits As of December 31, 2017 2016 2017 2016 (In Thousands)
Pension Benefits               Post-retirement Benefits As of December 31,                                                                                     2017             2016             2017             2016 (In Thousands)
Change in Benefit Obligation:
Change in Benefit Obligation:
Benefit obligation, beginning of year .........................................  
Benefit obligation, beginning of year .........................................                 $ 1,012,024   $       965,193   $     129,563   $     126,284 Service cost .................................................................................       20,874           18,563           1,084             1,084 Interest cost .................................................................................       42,482           43,723           5,255             5,571 Plan participants' contributions ...................................................                                                       362               395 Benefits paid ...............................................................................       (53,704)         (63,540)         (7,614)           (7,697)
$ 1,012,024  
Actuarial losses ...........................................................................         83,553           51,482           2,899             3,926 Amendments ...............................................................................                             (3,397)
$ 965,193 $ 129,563 $ 126,284 Service cost .................................................................................
Benefit obligation, end of year (a) .......................................                 $ 1,105,229   $   1,012,024   $     131,549   $     129,563 Change in Plan Assets:
20,874 18,563 1,084 1,084 Interest cost .................................................................................
Fair value of plan assets, beginning of year. ...............................                   $   658,474   $       653,945   $     115,619   $     115,416 Actual return on plan assets ........................................................                 88,030           45,181           15,498             7,274 Employer contributions ...............................................................               24,300           20,200 Plan participants' contributions ...................................................                                                       327               356 Benefits paid ...............................................................................       (51,472)         (60,852)         (7,374)           (7,427)
42,482 43,723 5,255 5,571 Plan participants' contributions  
Fair value of plan assets, end of year ....................................                 $   719,332   $       658,474   $     124,070   $     115,619 Funded status, end of year ...................................................................       $ (385,897) $       (353,550) $       (7,479) $       (13,944)
...................................................
Amounts Recognized in the Balance Sheets Consist of:
362 395 Benefits paid ...............................................................................  
Current liability ...........................................................................   $   (2,223) $         (2,260) $         (255) $           (284)
(53,704) (63,540) (7,614) (7,697) Actuarial losses ...........................................................................
Noncurrent liability .....................................................................         (383,674)         (351,290)         (7,224)         (13,660)
83,553 51,482 2,899 3,926 Amendments  
Net amount recognized .........................................................             $ (385,897) $       (353,550) $       (7,479) $       (13,944)
...............................................................................  
Amounts Recognized in Regulatory Assets (Liabilities) Consist of:
(3,397) Benefit obligation, end of year (a) .......................................  
Net actuarial loss (gain) ..............................................................         $   299,068   $       282,462   $     (12,549) $         (7,603)
$ 1,105,229  
Prior service cost .........................................................................         3,231             3,913           2,219             2,674 Net amount recognized .........................................................             $   302,299   $       286,375   $     (10,330) $         (4,929)
$ 1,012,024  
(a) As of December 31, 2017 and 2016, pension benefits include non-qualified benefit obligations of $27.4 million and $26.8 million, respectively, which are funded by a trust containing assets of$34.3 million and $34.5 million, respectively, classified as trading securities. The assets in the aforementioned trust are not included in the table above. See Notes 5 and 6, "Financial Instruments and Trading Securities" and "Financial Investments," respectively, for additional information regarding these amounts.
$ 131,549 $ 129,563 Change in Plan Assets: Fair value of plan assets, beginning of year. ...............................  
90
$ 658,474 $ 653,945 $ 115,619 $ 115,416 Actual return on plan assets ........................................................
 
88,030 45,181 15,498 7,274 Employer contributions  
Pension Benefits               Post-retirement Benefits As of December 31,                                                                                       2017             2016             2017             2016 (Dollars in Thousands)
...............................................................
Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets:
24,300 20,200 Plan participants' contributions  
Projected benefit obligation........................................................             $ 1,105,229   $   1,012,024     $                $
...................................................
Fair value of plan assets..............................................................             719,332         658,474 Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets:
327 356 Benefits paid ...............................................................................  
Accumulated benefit obligation..................................................                 $   989,688    $    905,661    $                $
(51,472) (60,852) (7,374) (7,427) Fair value of plan assets, end of year ....................................  
Fair value of plan assets ............................................................. .           719,332          658,474 Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets:
$ 719,332 $ 658,474 $ 124,070 $ 115,619 Funded status, end of year ...................................................................  
Accumulated post-retirement benefit obligation ........................                           $              $                $    131,549    $     129,563 Fair value of plan assets ............................................................. .                                             124,070          115,619 Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:
$ (385,897)  
Discount rate .............................................................................. .         3.73%            4.25%            3.68%            4.15%
$ (353,550)  
Compensation rate increase ....................................................... .                   4.00%           4.00%
$ (7,479) $ (13,944) Amounts Recognized in the Balance Sheets Consist of: Current liability  
We use a measurement date of December 31 for our pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year's pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate sufficient cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan's projected benefit payments discounted at this rate with the market value of the bonds selected. The decrease in the discount rates used as of December 31, 2017, increased the pension and post-retirement benefit obligations by approximately $79.0 million and $7.0 million, respectively.
...........................................................................  
We amortize prior service cost on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment. We amortize the net actuarial gain or loss on a straight-line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor. The KCC allows us to record a regulatory asset or liability to track the cumulative difference between current year pension and post-retirement benefits expense and the amount of such expense recognized in setting our prices. We accumulate such regulatory asset or liability between general rate reviews and amortize the accumulated amount as part of resetting our base prices. Following is additional information regarding our pension and post-retirement benefit plans.
$ (2,223) $ (2,260) $ (255) $ (284) Noncurrent liability  
91
.....................................................................  
 
(383,674)  
Pension Benefits                                 Post-retirement Benefits Year Ended December 31,                                                         2017                 2016           2015             2017               2016           2015 (Dollars in Thousands)
(351,290)  
(7,224) (13,660) Net amount recognized  
.........................................................  
$ (385,897)  
$ (353,550)  
$ (7,479) $ (13,944) Amounts Recognized in Regulatory Assets (Liabilities)
Consist of: Net actuarial loss (gain) ..............................................................  
$ 299,068 $ 282,462 $ (12,549) $ (7,603) Prior service cost .........................................................................
3,231 3,913 2,219 2,674 Net amount recognized  
.........................................................  
$ 302,299 $ 286,375 $ (10,330) $ (4,929) (a) As of December 31, 2017 and 2016, pension benefits include non-qualified benefit obligations of $27.4 million and $26.8 million, respectively, which are funded by a trust containing assets of$34.3 million and $34.5 million, respectively, classified as trading securities.
The assets in the aforementioned trust are not included in the table above. See Notes 5 and 6, "Financial Instruments and Trading Securities" and "Financial Investments," respectively, for additional information regarding these amounts. 90 Pension Benefits Post-retirement Benefits As of December 31, 2017 2016 2017 2016 (Dollars in Thousands)
Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets: Projected benefit obligation........................................................  
$ 1,105,229  
$ 1,012,024  
$ Fair value of plan assets..............................................................
719,332 658,474 Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets: Accumulated benefit obligation..................................................  
$ Fair value of plan assets ............................................................. . Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets: Accumulated post-retirement benefit obligation  
........................  
$ Fair value of plan assets ............................................................. . Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:
Discount rate .............................................................................. . Compensation rate increase ....................................................... . 989,688 $ 719,332 3.73% 4.00% $ 905,661 658,474 4.25% 4.00% $ $ $ $ 131,549 $ 124,070 3.68% 129,563 115,619 4.15% We use a measurement date of December 31 for our pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year's pension expense is based on a bond settlement portfolio approach.
This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate sufficient cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan's projected benefit payments discounted at this rate with the market value of the bonds selected.
The decrease in the discount rates used as of December 31, 2017, increased the pension and post-retirement benefit obligations by approximately  
$79.0 million and $7.0 million, respectively.
We amortize prior service cost on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment.
We amortize the net actuarial gain or loss on a line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor.
The KCC allows us to record a regulatory asset or liability to track the cumulative difference between current year pension and post-retirement benefits expense and the amount of such expense recognized in setting our prices. We accumulate such regulatory asset or liability between general rate reviews and amortize the accumulated amount as part of resetting our base prices. Following is additional information regarding our pension and post-retirement benefit plans. 91 Pension Benefits Post-retirement Benefits Year Ended December 31, 2017 2016 2015 2017 2016 2015 (Dollars in Thousands)
Components of Net Periodic Cost (Benefit):
Components of Net Periodic Cost (Benefit):
Service cost .....................................................  
Service cost .....................................................   $     20,874       $     18,563   $     21,392     $       1,084     $       1,084   $     1,443 Interest cost .....................................................         42,482               43,723         43,014             5,255             5,571         5,691 Expected return on plan assets ........................                     (43,039)             (42,653)       (40,236)         (6,873)           (6,835)       (6,614)
$ 20,874 $ 18,563 $ 21,392 $ 1,084 $ 1,084 $ 1,443 Interest cost .....................................................
Amortization of unrecognized:
42,482 43,723 43,014 5,255 5,571 5,691 Expected return on plan assets ........................  
Prior service costs .....................................                   682                 768             520               455               455           455 Actuarial loss (gain), net.. .........................                 21,956               20,577         32,131             (780)           (1,118)           379 Net periodic cost (benefit) before regulatory adjustment. ....................................................           42,955               40,978         56,821             (859)             (843)         1,354 Regulatory adjustment (a) ...............................                   13,425               14,528           6,886           (1,917)           (1,922)         4,096 Net periodic cost (benefit) ..............................           $     56,380       $     55,506   $     63,707     $     (2,776)     $     (2,765)   $     5,450 Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets and Liabilities:
(43,039) (42,653) (40,236) (6,873) (6,835) (6,614) Amortization of unrecognized:
Current year actuarial loss (gain) ....................               $     38,562       $     48,954   $   (43,459)   $     (5,726)     $       3,486   $   (9,576)
Prior service costs .....................................
Amortization of actuarial (loss) gain ..............                       (21,956)             (20,577)       (32,379)             780             1,118           (379)
682 768 520 455 455 455 Actuarial loss (gain), net.. .........................
Current year prior service cost.. ......................                                         (3,397)         5,730 Amortization of prior service costs .................                           (682)               (768)           (520)             (455)             (455)         (455)
21,956 20,577 32,131 (780) (1,118) 379 Net periodic cost (benefit) before regulatory adjustment.  
Other adjustments ...........................................                                                       352 Total recognized in regulatory assets and liabilities ....................................................... $     15,924       $     24,212   $   (70,276)   $     (5,401)     $       4,149   $   (10,410)
....................................................
Total recognized in net periodic cost and regulatory assets and liabilities ................               $     72,304       $     79,718   $     (6,569)   $     (8,177)     $       1,384   $   (4,960)
42,955 40,978 56,821 (859) (843) 1,354 Regulatory adjustment (a) ...............................
Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost (Benefit):
13,425 14,528 6,886 (1,917) (1,922) 4,096 Net periodic cost (benefit)  
Discount rate ...................................................               4.25%               4.60%           4.17%             4.15%             4.51%         4.10%
..............................  
Expected long-term return on plan assets .......                               6.50%               6.50%           6.50%             6.00%             6.00%         6.00%
$ 56,380 $ 55,506 $ 63,707 $ (2,776) $ (2,765) $ 5,450 Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets and Liabilities:
Compensation rate increase ............................                         4.00%               4.00%           4.00%             4.00%             4.00%         4.00%
Current year actuarial loss (gain) ....................  
(a)   The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices.
$ 38,562 $ 48,954 $ (43,459) $ (5,726) $ 3,486 $ (9,576) Amortization of actuarial (loss) gain ..............  
We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2018.
(21,956) (20,577) (32,379) 780 1,118 (379) Current year prior service cost.. ......................  
Pension         Post-retirement Benefits             Benefits (In Thousands)
(3,397) 5,730 Amortization of prior service costs .................  
Actuarial loss (gain) .............. $                   25,941 $               (539)
(682) (768) (520) (455) (455) (455) Other adjustments  
Prior service cost ...................                       666                   455 Total ................................ $         26,607 $                 (84)
...........................................
We base the expected long-term rate of return on plan assets on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios. We select assumed projected rates ofreturn for each asset class after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, we develop an overall expected rate of return for the portfolios, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets.
352 Total recognized in regulatory assets and liabilities  
92
.......................................................  
 
$ 15,924 $ 24,212 $ (70,276) $ (5,401) $ 4,149 $ (10,410) Total recognized in net periodic cost and regulatory assets and liabilities  
Plan Assets We believe we manage pension and post-retirement benefit plan assets in a prudent manner with regard to preserving principal while providing reasonable returns. We have adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of our strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants. We delegate the management of our pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk oflarge losses, based upon objectives and risk tolerance specified by management, which include allowable and/or prohibited investment types. We measure and monitor investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.
................  
We have established certain prohibited investments for our pension and post-retirement benefit plans. Such prohibited investments include loans to the company or its officers and directors as well as investments in the company's debt or equity securities, except as may occur indirectly through investments in diversified mutual funds. In addition, to reduce concentration of risk, the pension plan will not invest in any fund that holds more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry. This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or its agencies.
$ 72,304 $ 79,718 $ (6,569) $ (8,177) $ 1,384 $ (4,960) Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost (Benefit):
Target allocations for our pension plan assets are approximately 39% to debt securities, 39% to equity securities, 12%
Discount rate ...................................................
to alternative investments such as real estate securities, hedge funds and private equity investments, and the remaining 10% to a fund, which provides tactical portfolio overlay by investing in futures related to debt, equity and foreign currency. Our investments in equity include investment funds with underlying investments in domestic and foreign large-, mid- and small-cap companies, derivatives related to such holdings, private equity investments including late-stage venture investments and other investments. Our investments in debt include core and high-yield bonds. Core bonds are comprised of investment funds with underlying investments in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and other debt securities. High-yield bonds include investment funds with underlying investments in non-investment grade debt securities of corporate entities, obligations of foreign governments and their agencies, private debt securities and other debt securities. Real estate securities consist primarily of funds invested in core real estate throughout the U.S. while alternative funds invest in wide ranging investments including equity and debt securities of domestic and foreign corporations, debt securities issued by U.S. and foreign governments and their agencies, structured debt, warrants, exchange-traded funds, derivative instruments, private investment funds and other investments.
4.25% 4.60% 4.17% 4.15% 4.51% 4.10% Expected long-term return on plan assets ....... 6.50% 6.50% 6.50% 6.00% 6.00% 6.00% Compensation rate increase ............................
4.00% 4.00% 4.00% 4.00% 4.00% 4.00% (a) The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices. We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2018. Pension Post-retirement Benefits Benefits (In Thousands)
Actuarial loss (gain) ..............  
$ 25,941 $ (539) Prior service cost ...................
666 455 Total ................................  
$ 26,607 $ (84) We base the expected long-term rate of return on plan assets on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios.
We select assumed projected rates ofreturn for each asset class after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, we develop an overall expected rate of return for the portfolios, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets. 92 Plan Assets We believe we manage pension and post-retirement benefit plan assets in a prudent manner with regard to preserving principal while providing reasonable returns. We have adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of our strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities.
The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants.
We delegate the management of our pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk oflarge losses, based upon objectives and risk tolerance specified by management, which include allowable and/or prohibited investment types. We measure and monitor investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.
We have established certain prohibited investments for our pension and post-retirement benefit plans. Such prohibited investments include loans to the company or its officers and directors as well as investments in the company's debt or equity securities, except as may occur indirectly through investments in diversified mutual funds. In addition, to reduce concentration of risk, the pension plan will not invest in any fund that holds more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry.
This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or its agencies.
Target allocations for our pension plan assets are approximately 39% to debt securities, 39% to equity securities, 12% to alternative investments such as real estate securities, hedge funds and private equity investments, and the remaining 10% to a fund, which provides tactical portfolio overlay by investing in futures related to debt, equity and foreign currency.
Our investments in equity include investment funds with underlying investments in domestic and foreign large-, mid-and small-cap companies, derivatives related to such holdings, private equity investments including late-stage venture investments and other investments.
Our investments in debt include core and high-yield bonds. Core bonds are comprised of investment funds with underlying investments in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and other debt securities.
High-yield bonds include investment funds with underlying investments in investment grade debt securities of corporate entities, obligations of foreign governments and their agencies, private debt securities and other debt securities.
Real estate securities consist primarily of funds invested in core real estate throughout the U.S. while alternative funds invest in wide ranging investments including equity and debt securities of domestic and foreign corporations, debt securities issued by U.S. and foreign governments and their agencies, structured debt, warrants, traded funds, derivative instruments, private investment funds and other investments.
Target allocations for our post-retirement benefit plan assets are 65% to equity securities and 35% to debt securities.
Target allocations for our post-retirement benefit plan assets are 65% to equity securities and 35% to debt securities.
Our investments in equity securities include investment funds with underlying investments primarily in domestic and foreign large-, mid-and small-cap companies.
Our investments in equity securities include investment funds with underlying investments primarily in domestic and foreign large-, mid- and small-cap companies. Our investments in debt securities include a core bond fund with underlying investments in investment grade debt securities of domestic and foreign corporate entities, obligations of U.S. and foreign governments and their agencies, private placement securities and other investments.
Our investments in debt securities include a core bond fund with underlying investments in investment grade debt securities of domestic and foreign corporate entities, obligations of U.S. and foreign governments and their agencies, private placement securities and other investments.
Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the pension and post-retirement benefits trusts may buy and sell investments resulting in changes within the hierarchy.
Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the pension and post-retirement benefits trusts may buy and sell investments resulting in changes within the hierarchy.
See Note 5, "Financial Instruments and Trading Securities," for a description of the hierarchal framework.
See Note 5, "Financial Instruments and Trading Securities," for a description of the hierarchal framework.
93 The following table provides the fair value of our pension plan assets and the corresponding level of hierarchy as of December 31, 2017 and 2016. As of December 31, 2017 Level 1 Level 2 Level 3 NAV Total (In Thousands)
93
Assets: Domestic equity funds ....................................  
 
$ $ 188,850 $ $ 23,896 $ 212,746 International equity fund .................................
The following table provides the fair value of our pension plan assets and the corresponding level of hierarchy as of December 31, 2017 and 2016.
98,646 98,646 Emerging market equity fund .........................
As of December 31, 2017                                             Level 1     Level 2       Level 3     NAV       Total (In Thousands)
26,804 26,804 Domestic bond fund ........................................
Assets:
100,687 100,687 Core bond fund ...............................................
Domestic equity funds ....................................     $           $   188,850   $           $   23,896 $ 212,746 International equity fund .................................                     98,646                               98,646 Emerging market equity fund .........................                           26,804                               26,804 Domestic bond fund ........................................                   100,687                             100,687 Core bond fund ...............................................                 98,874                               98,874 High-yield bond fund ......................................                     31,692                               31,692 Emerging market bond fund ...........................                           25,959                               25,959 Combination debt/equity/other fund ...............                             36,167                               36,167 Alternative investment fund ...........................                                                   48,906     48,906 Real estate securities fund ..............................                                               34,421     34,421 Cash equivalents .............................................                   4,430                               4,430 Total Assets Measured at Fair Value....................           $           $   612,109   $           $ 107,223 $ 719,332 As of December 31, 2016                                             Level 1     Level 2       Level 3     NAV       Total Assets:                                                                                   (In Thousands)
98,874 98,874 High-yield bond fund ......................................
Domestic equity funds ....................................     $           $   168,407   $           $   23,580 $ 191,987 International equity fund .................................                     83,738                               83,738 Emerging market equity fund .........................                           21,055                               21,055 Domestic bond fund ........................................                   101,200                             101,200 Core bond fund ...............................................                 86,109                               86,109 High-yield bond fund ......................................                     30,729                               30,729 Emerging market bond fund ...........................                           23,584                               23,584 Combination debt/equity/other fund ...............                             37,851                               37,851 Alternative investment fund ...........................                                                   43,686     43,686 Real estate securities fund ..............................                                               32,390     32,390 Cash equivalents .............................................                   6,145                               6,145 Total Assets Measured at Fair Value ....................         $           $   558,818   $           $   99,656 $ 658,474 94
31,692 31,692 Emerging market bond fund ...........................
 
25,959 25,959 Combination debt/equity/other fund ...............
The following table provides the fair value of our post-retirement benefit plan assets and the corresponding level of hierarchy as of December 31, 2017 and 2016.
36,167 36,167 Alternative investment fund ...........................
As ofDecember 31, 2017                                 Level 1     Level 2         Level 3         NAV           Total (In Thousands)
48,906 48,906 Real estate securities fund ..............................
Assets:
34,421 34,421 Cash equivalents  
Domestic equity funds ........................     $           $     65,187   $             $             $     65,187 International equity fund ....................                       16,217                                     16,217 Core bond fund ...................................         -         42,083                                     42,083 Cash equivalents .................................                       583                                         583 Total Assets Measured at Fair Value .......           $           $   124,070   $             $             $   124,070 As of December 31, 2016                                 Level 1     Level 2         Level3         NAV           Total (In Thousands)
.............................................
Assets:
4,430 4,430 Total Assets Measured at Fair Value ....................  
Domestic equity funds ........................     $           $     61,055   $             $             $     61,055 International equity fund ....................                       15,034                                     15,034 Core bond fund ...................................                   38,952                                     38,952 Cash equivalents .................................                       578                                         578 Total Assets Measured at Fair Value .......           $           $   115,619   $             $             $   115,619 Cash Flows The following table shows the expected cash flows for our pension and post-retirement benefit plans for future years.
$ $ 612,109 $ $ 107,223 $ 719,332 As of December 31, 2016 Level 1 Level 2 Level 3 NAV Total Assets: (In Thousands)
Pension Benefits                   Post-retirement Benefits (From)                                 (From)
Domestic equity funds ....................................  
To/(From) Trust   Company Assets       To/(From) Trust   Company Assets (In Millions)
$ $ 168,407 $ $ 23,580 $ 191,987 International equity fund .................................
83,738 83,738 Emerging market equity fund .........................
21,055 21,055 Domestic bond fund ........................................
101,200 101,200 Core bond fund ...............................................
86,109 86,109 High-yield bond fund ......................................
30,729 30,729 Emerging market bond fund ...........................
23,584 23,584 Combination debt/equity/other fund ...............
37,851 37,851 Alternative investment fund ...........................
43,686 43,686 Real estate securities fund ..............................
32,390 32,390 Cash equivalents  
.............................................
6,145 6,145 Total Assets Measured at Fair Value ....................  
$ $ 558,818 $ $ 99,656 $ 658,474 94 The following table provides the fair value of our post-retirement benefit plan assets and the corresponding level of hierarchy as of December 31, 2017 and 2016. As ofDecember 31, 2017 Level 1 Level 2 Level 3 NAV Total (In Thousands)
Assets: Domestic equity funds ........................  
$ $ 65,187 $ $ $ 65,187 International equity fund ....................
16,217 16,217 Core bond fund ...................................  
-42,083 42,083 Cash equivalents  
.................................
583 583 Total Assets Measured at Fair Value ....... $ $ 124,070 $ $ $ 124,070 As of December 31, 2016 Level 1 Level 2 Level3 NAV Total (In Thousands)
Assets: Domestic equity funds ........................  
$ $ 61,055 $ $ $ 61,055 International equity fund ....................
15,034 15,034 Core bond fund ...................................
38,952 38,952 Cash equivalents  
.................................
578 578 Total Assets Measured at Fair Value ....... $ $ 115,619 $ $ $ 115,619 Cash Flows The following table shows the expected cash flows for our pension and post-retirement benefit plans for future years. Pension Benefits Post-retirement Benefits (From) To/(From)
Trust Company Assets To/(From)
Trust (From) Company Assets (In Millions)
Expected contributions:
Expected contributions:
2018..................................  
2018.................................. $         32.4                       $
$ 32.4 $ Expected benefit payments:
Expected benefit payments:
2018..................................  
2018..................................   $         (57.6) $             (2.3) $             (7.9) $           (0.3) 2019 ................................. .           (60.1)               (2.3)               (8.0)               (0.3) 2020 ................................. .           (62.8)               (2.2)               (8.0)               (0.2) 2021 ................................. .           (65.4)               (2.2)               (8.1)             (0.2) 2022 ................................. .           (65.1)               (2.2)               (8.1)               (0.2) 2023-2027 ........................ .             (331.5)             (10.8)             (38.7)               (0.9)
$ (57.6) $ (2.3) $ (7.9) $ (0.3) 2019 ................................. . (60.1) (2.3) (8.0) (0.3) 2020 ................................. . (62.8) (2.2) (8.0) (0.2) 2021 ................................. . (65.4) (2.2) (8.1) (0.2) 2022 ................................. . (65.1) (2.2) (8.1) (0.2) 2023-2027  
Savings Plans We maintain a qualified 401(k) savings plan in which most of our employees participate. We match employees' contributions in cash up to specified maximum limits. Our contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives we provide under the plan. Our contributions totaled $8.3 million in 2017, $8.0 million in 2016 and $7.7 million in 2015.
........................ . (331.5) (10.8) (38.7) (0.9) Savings Plans We maintain a qualified 401(k) savings plan in which most of our employees participate.
95
We match employees' contributions in cash up to specified maximum limits. Our contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives we provide under the plan. Our contributions totaled $8.3 million in 2017, $8.0 million in 2016 and $7.7 million in 2015. 95 Stock-Based Compensation Plans We have a long-term incentive and share award plan (LTISA Plan), which is a stock-based compensation plan in which employees and directors are eligible for awards. The LTISA Plan was implemented as a means to attract, retain and motivate employees and directors.
Under the LTISA Plan, we may grant awards in the form of stock options, dividend equivalents, share appreciation rights, RSUs, performance shares and performance share units to plan participants.
Up to 8.3 million shares of common stock may be granted under the LTISAPlan.
As of December 31, 2017, awards of approximately


===5.4 million===
Stock-Based Compensation Plans We have a long-term incentive and share award plan (LTISA Plan), which is a stock-based compensation plan in which employees and directors are eligible for awards. The LTISA Plan was implemented as a means to attract, retain and motivate employees and directors. Under the LTISA Plan, we may grant awards in the form of stock options, dividend equivalents, share appreciation rights, RSUs, performance shares and performance share units to plan participants. Up to 8.3 million shares of common stock may be granted under the LTISAPlan. As of December 31, 2017, awards of approximately 5.4 million shares of common stock had been made under the plan.
shares of common stock had been made under the plan. All stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense in the consolidated statement of income over the requisite service period. The requisite service periods range from one to four years. However, upon consummation of the merger, all unrecognized compensation costs for outstanding RSU awards will be expensed on our income statement.
All stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense in the consolidated statement of income over the requisite service period. The requisite service periods range from one to four years. However, upon consummation of the merger, all unrecognized compensation costs for outstanding RSU awards will be expensed on our income statement. The table below shows compensation expense and income tax benefits related to stock-based compensation arrangements that are included in our net income.
The table below shows compensation expense and income tax benefits related to stock-based compensation arrangements that are included in our net income. Year Ended December 31, 2017 2016 2015 (In Thousands)
Year Ended December 31, 2017          2016          2015 (In Thousands)
Compensation expense ................................................................................... . $ 8,869 $ 9,237 $ 8,250 Income tax benefits related to stock-based compensation arrangements
Compensation expense ................................................................................... . $    8,869  $        9,237 $      8,250 Income tax benefits related to stock-based compensation arrangements ....... .                                 3,508          3,653        3,263 We use RSU awards for our stock-based compensation awards. RSU awards are grants that entitle the holder to receive shares of common stock as the awards vest. These RSU awards are defined as nonvested shares and do not include restrictions once the awards have vested.
....... . 3,508 3,653 3,263 We use RSU awards for our stock-based compensation awards. RSU awards are grants that entitle the holder to receive shares of common stock as the awards vest. These RSU awards are defined as nonvested shares and do not include restrictions once the awards have vested. RSU awards with only service requirements vest solely upon the passage of time. We measure the fair value of these RSU awards based on the market price of the underlying common stock as of the grant date. RSU awards with only service conditions that have a graded vesting schedule are recognized as an expense in the consolidated statement of income on a straight-line basis over the requisite service period for the entire award. Nonforfeitable dividend equivalents, or the rights to receive cash equal to the value of dividends paid on Westar Energy's common stock, are paid on these RSUs. during the vesting period. Nonforfeitable dividend equivalents are recorded directly to retained earnings.
RSU awards with only service requirements vest solely upon the passage of time. We measure the fair value of these RSU awards based on the market price of the underlying common stock as of the grant date. RSU awards with only service conditions that have a graded vesting schedule are recognized as an expense in the consolidated statement of income on a straight-line basis over the requisite service period for the entire award. Nonforfeitable dividend equivalents, or the rights to receive cash equal to the value of dividends paid on Westar Energy's common stock, are paid on these RSUs. during the vesting period. Nonforfeitable dividend equivalents are recorded directly to retained earnings.
RSU awards with performance measures vest upon expiration of the award term. The number of shares of common stock awarded upon vesting will vary from 0% to 200% of the RSU award, with performance tied to our total shareholder return relative to the total shareholder return of our peer group. We measure the fair value of these RSU awards using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and incorporates assumptions for inputs of the expected volatility and risk-free interest rates. Expected volatility is based on historical volatility over three years using daily stock price observations.
RSU awards with performance measures vest upon expiration of the award term. The number of shares of common stock awarded upon vesting will vary from 0% to 200% of the RSU award, with performance tied to our total shareholder return relative to the total shareholder return of our peer group. We measure the fair value of these RSU awards using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and incorporates assumptions for inputs of the expected volatility and risk-free interest rates. Expected volatility is based on historical volatility over three years using daily stock price observations. The risk-free interest rate is based on treasury constant maturity yields as reported by the Federal Reserve and the length of the performance period. For the 2017 valuation, inputs for expected volatility ranged from 17.6% to 22.7% and the risk-free interest rate was approximately 1.5%. For the 2016 valuation, inputs for expected volatility ranged from 16.9% to 22.4% and the risk-free interest rate was approximately 0.9%. For these RSU awards, dividend equivalents accumulate over the vesting period and are paid in cash based on the number of shares of common stock awarded upon vesting.
The risk-free interest rate is based on treasury constant maturity yields as reported by the Federal Reserve and the length of the performance period. For the 2017 valuation, inputs for expected volatility ranged from 17.6% to 22.7% and the risk-free interest rate was approximately 1.5%. For the 2016 valuation, inputs for expected volatility ranged from 16.9% to 22.4% and the risk-free interest rate was approximately 0.9%. For these RSU awards, dividend equivalents accumulate over the vesting period and are paid in cash based on the number of shares of common stock awarded upon vesting. 96 During the years ended December 31, 2017, 2016 and 2015, our RSU activity for awards with only service requirements was as follows. Nonvested balance, beginning of year. .. . Granted .................................................. . Vested ..................................................... . Forfeited
96
................................................. . Nonvested balance, end of year ............. . 2017 Shares 289.4 79.8 (109.4) (3.8) -----256.0 ===== Average Grant Date Fair Value $ 40.11 53.25 35.56 44.08 46.09 As of December 31, 2016 Shares Average Grant Date Fair Value (Shares In Thousands) 309.9 $ 35.21 99.3 46.35 (115.9) 32.33 (3.9) 40.95 -----289.4 40.11 2015 Shares 342.2 115.7 (115.4) (32.6) 309.9 Average Grant Date Fair Value $ 31.38 39.50 28.77 33.07 35.21 Total unrecognized compensation cost related to RSU awards with only service requirements was $4. 7 million and $5.0 million as of December 31, 2017 and 2016, respectively.
 
Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.7 years. The total fair value ofRSUs with only service requirements that vested during the years ended December 31, 2017, 2016 and 2015, was $6.1 million, $5.2 million and $4.7 million, respectively.
During the years ended December 31, 2017, 2016 and 2015, our RSU activity for awards with only service requirements was as follows.
During the years ended December 31, 2017, 2016 and 2015, our RSU activity for awards with performance measures was as follows. Nonvested balance, beginning of year. .. . Granted .................................................. . Vested ..................................................... . Forfeited
As of December 31, 2017                      2016                  2015 Weighted-                Weighted-              Weighted-Average                  Average                Average Grant Date                Grant Date            Grant Date Shares      Fair Value    Shares      Fair Value  Shares    Fair Value (Shares In Thousands)
................................................. . Nonvested balance, end of year ............. . 2017 Shares 297.7 76.4 (106.7) (2.0) -----265.4 ===== Average Grant Date Fair Value $ 40.79 37.08 36.38 42.16 41.48 As of December 31, 2016 Shares Average Grant Date Fair Value (Shares In Thousands) 299.1 $ 36.00 100.9 46.03 (98.5) 31.59 (3.8) 41.57 -----297.7 40.79 2015 Shares 345.1 94.8 (109.0) (31.8) 299.1 Average Grant Date Fair Value $ 32.31 40.26 28.99 34.03 36.00 As of December 31, 2017 and 2016, total unrecognized compensation cost related to RSU awards with performance measures was $3.6 million and $4.5 million, respectively.
Nonvested balance, beginning of year. .. .                         289.4  $      40.11      309.9  $      35.21    342.2  $    31.38 Granted .................................................. .       79.8          53.25        99.3        46.35    115.7        39.50 Vested..................................................... .    (109.4)        35.56    (115.9)        32.33    (115.4)      28.77 Forfeited ................................................. .       (3.8)       44.08        (3.9)       40.95    (32.6)      33.07 Nonvested balance, end of year ............. .
Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.6 years. The total fair value ofRSUs with performance measures that vested during the years ended December 31, 2017, 2016 and 2015, was $12.0 million, $7.5 million and $3.1 million, respectively.
256.0          46.09 289.4        40.11    309.9       35.21
Another component of the LTISA Plan is the Executive Stock for Compensation program under which, in the past, eligible employees were entitled to receive deferred common stock in lieu of current cash compensation.
                                                                =====
Although this plan was discontinued in 2001, dividends will continue to be paid to plan participants on their outstanding plan balance until distribution.
Total unrecognized compensation cost related to RSU awards with only service requirements was $4. 7 million and
Plan participants were awarded 124 shares of common stock for dividends in 2017, 170 shares in 2016 and 296 shares in 2015. Participants received common stock distributions of 1,325 shares in 2017, 2,110 shares in 2016 and 2,024 shares in 2015. 97 
$5.0 million as of December 31, 2017 and 2016, respectively. Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.7 years. The total fair value ofRSUs with only service requirements that vested during the years ended December 31, 2017, 2016 and 2015, was $6.1 million, $5.2 million and $4.7 million, respectively.
: 13. WOLF CREEK EMPLOYEE BENEFIT PLANS Pension and Post-Retirement Benefit Plans As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. KGE accrues its 4 7% share of Wolf Creek's cost of pension and retirement benefits during the years an employee provides service. The following tables summarize the status ofKGE's 47% share of the Wolf Creek pension and post-retirement benefit plans. Pension Benefits Post-retirement Benefits As of December 31, 2017 2016 2017 2016 (In Thousands)
During the years ended December 31, 2017, 2016 and 2015, our RSU activity for awards with performance measures was as follows.
As of December 31, 2017                     2016                   2015 Weighted-                Weighted-              Weighted-Average                  Average                Average Grant Date                Grant Date            Grant Date Shares      Fair Value    Shares      Fair Value  Shares    Fair Value (Shares In Thousands)
Nonvested balance, beginning of year. .. .                        297.7   $      40.79      299.1  $     36.00    345.1 $     32.31 Granted .................................................. .       76.4          37.08      100.9          46.03    94.8        40.26 Vested..................................................... .   (106.7)        36.38      (98.5)        31.59  (109.0)      28.99 Forfeited ................................................. .       (2.0)        42.16        (3.8)      41.57    (31.8)        34.03 Nonvested balance, end of year ............. .
265.4         41.48
                                                                                        -----297.7        40.79    299.1        36.00
                                                                =====
As of December 31, 2017 and 2016, total unrecognized compensation cost related to RSU awards with performance measures was $3.6 million and $4.5 million, respectively. Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.6 years. The total fair value ofRSUs with performance measures that vested during the years ended December 31, 2017, 2016 and 2015, was $12.0 million, $7.5 million and $3.1 million, respectively.
Another component of the LTISA Plan is the Executive Stock for Compensation program under which, in the past, eligible employees were entitled to receive deferred common stock in lieu of current cash compensation. Although this plan was discontinued in 2001, dividends will continue to be paid to plan participants on their outstanding plan balance until distribution. Plan participants were awarded 124 shares of common stock for dividends in 2017, 170 shares in 2016 and 296 shares in 2015. Participants received common stock distributions of 1,325 shares in 2017, 2,110 shares in 2016 and 2,024 shares in 2015.
97
: 13. WOLF CREEK EMPLOYEE BENEFIT PLANS Pension and Post-Retirement Benefit Plans As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. KGE accrues its 4 7% share of Wolf Creek's cost of pension and post-retirement benefits during the years an employee provides service. The following tables summarize the status ofKGE's 47%
share of the Wolf Creek pension and post-retirement benefit plans.
Pension Benefits           Post-retirement Benefits As of December 31,                                                                                                     2017           2016           2017           2016 (In Thousands)
Change in Benefit Obligation:
Change in Benefit Obligation:
Benefit obligation, beginning of year ..........................................................  
Benefit obligation, beginning of year ..........................................................                 $ 229,025   $   206,418   $       7,215   $       7,793 Service cost ..................................................................................................       7,800           6,748             146             127 Interest cost ..................................................................................................     9,900           9,655             280             325 Plan participants' contributions....................................................................                                                 1,096             989 Benefits paid ................................................................................................       (8,381)         (6,974)         (1,623)         (1,531)
$ 229,025 $ 206,418 $ 7,215 $ 7,793 Service cost ..................................................................................................
Actuarial losses (gains) ................................................................................           23,423         13,178             (99)           (488)
7,800 6,748 146 127 Interest cost ..................................................................................................
Benefit obligation, end of year ...............................................................             $ 261,767   $   229,025   $       7,015   $       7,215 Change in Plan Assets:
9,900 9,655 280 325 Plan participants' contributions  
Fair value of plan assets, beginning of year .................................................                   $ 138,688   $   121,622   $           17 $         105 Actual return on plan assets .........................................................................               25,053           8,967             46               (4)
....................................................................
Employer contributions ................................................................................             12,047         14,820             466             458 Plan participants' contributions....................................................................                                                 1,096             989 Benefits paid ................................................................................................       (8,128)         (6,721)         (1,623)         (1,531)
1,096 989 Benefits paid ................................................................................................  
Fair value of plan assets, end of year .....................................................                 $ 167,660   $   138,688   $           2 $           17 Funded status, end of year ....................................................................................       $ (94,107) $     (90,337) $       (7,013) $       (7,198)
(8,381) (6,974) (1,623) (1,531) Actuarial losses (gains) ................................................................................
Amounts Recognized in the Balance Sheets Consist of:
23,423 13,178 (99) (488) Benefit obligation, end of year ...............................................................  
Current liability ............................................................................................   $     (271) $         (248) $       (552) $         (538)
$ 261,767 $ 229,025 $ 7,015 $ 7,215 Change in Plan Assets: Fair value of plan assets, beginning of year .................................................  
Noncurrent liability ......................................................................................         (93,836)       (90,089)         (6,461)         (6,660)
$ 138,688 $ 121,622 $ 17 $ 105 Actual return on plan assets .........................................................................
Net amount recognized ..........................................................................             $ (94,107) $     (90,337) $       (7,013) $       (7,198)
25,053 8,967 46 (4) Employer contributions  
Amounts Recognized in Regulatory Assets (Liabilities) Consist of:
................................................................................
Net actuarial loss (gain) ...............................................................................       $   69,895   $     66,324   $       (748) $         (654)
12,047 14,820 466 458 Plan participants' contributions  
Prior service cost.. ........................................................................................           391             446 Net amount recognized ..........................................................................             $   70,286   $     66,770   $       (748) $         (654) 98
....................................................................
 
1,096 989 Benefits paid ................................................................................................  
Pension Benefits          Post-retirement Benefits As of December 31,                                                                                                     2017          2016          2017            2016 (Dollars in Thousands)
(8,128) (6,721) (1,623) (1,531) Fair value of plan assets, end of year .....................................................  
Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets:
$ 167,660 $ 138,688 $ 2 $ 17 Funded status, end of year ....................................................................................  
Projected benefit obligation .........................................................................         $ 261,767    $  229,025    $              $
$ (94,107) $ (90,337) $ (7,013) $ (7,198) Amounts Recognized in the Balance Sheets Consist of: Current liability  
Fair value of plan assets ...............................................................................         167,660        138,688 Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets:
............................................................................................  
Accumulated benefit obligation ...................................................................             $ 229,883    $  201,963    $              $
$ (271) $ (248) $ (552) $ (538) Noncurrent liability  
Fair value of plan assets ...............................................................................         167,660        138,688 Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets:
......................................................................................  
Accumulated post-retirement benefit obligation .........................................                       $            $              $    7,015    $     7,215 Fair value of plan assets ............................................................................. ..                                             2              17 Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:
(93,836) (90,089) (6,461) (6,660) Net amount recognized  
Discount rate ............................................................................................... .     3.73%          4.26%          3.56%          3.95%
..........................................................................  
Compensation rate increase ....................................................................... ..               4.00%           4.00%           -%            -%
$ (94,107) $ (90,337) $ (7,013) $ (7,198) Amounts Recognized in Regulatory Assets (Liabilities)
Wolf Creek uses a measurement date of December 31 for its pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year's pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate sufficiept cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan's projected benefit payments discounted at this rate with the market value of the bonds selected. The decrease in the discount rates used as of December 31, 2017, increased Wolf Creek's pension and post-retirement benefit obligations by approximately $19.5 million and $0.2 million, respectively.
Consist of: Net actuarial loss (gain) ...............................................................................  
99
$ 69,895 $ 66,324 $ (748) $ (654) Prior service cost.. ........................................................................................
 
391 446 Net amount recognized  
The prior service cost is amortized on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment. The net actuarial gain or loss is amortized on a straight-line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor. Following is additional information regarding KGE's 47% share of the Wolf Creek pension and other post-retirement benefit plans.
..........................................................................  
Pension Benefits                           Post-retirement Benefits Year Ended December 31,                                             2017              2016          2015          2017            2016          2015 (Dollars in Thousands)
$ 70,286 $ 66,770 $ (748) $ (654) 98 As of December 31, Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets: Projected benefit obligation  
Components ofNet Periodic Cost (Benefit):
.........................................................................
Service cost..............................................   $  7,800      $      6,748  $      7,595    $      146    $        127    $       138 Interest cost ............................................. . 9,900              9,655          9,016            280              325            314 Expected return on plan assets ............... ..               (10,571)            (9,722)        (9,044)
Fair value of plan assets ...............................................................................
Amortization of unrecognized:
Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets: Accumulated benefit obligation  
Prior service costs ............................ ..             55                55            57 Actuarial loss (gain), net.. ................ ..             4,979              4,357          5,930            (50)            (14)            3 Curtailments, settlements, and special termination benefits...............................               390 Net periodic cost before regulatory adjustment. ............................................ . 12,553             11,093        13,554            376              438            455 Regulatory adjustment (a)........................                 1,083             1,886        (1,485)
...................................................................
Net periodic cost......................................      $  13,636      $    12,979  $     12,069    $     376     $        438    $      455
Fair value of plan assets ...............................................................................
                                                                          ====                                          ====
Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets: $ $ Accumulated post-retirement benefit obligation  
Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets and Liabilities:
.........................................  
Current year actuarial loss (gain).............               $  8,550      $     13,934  $     (2,373)    $     (145)    $       (484)  $     (211)
$ Fair value of plan assets .............................................................................  
Amortization of actuarial (gain) loss ...... .                   (4,979)            (4,357)        (5,930)            50              14            (3)
.. Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:
Amortization of prior service cost .......... .                     (55)              (55)          (57)
Discount rate ............................................................................................... . Compensation rate increase .......................................................................  
T~tal.r~~ognized in regulatory assets and hab1ht1es ................................................ $  3,516      $     9,522  $    (8,360)    $      (95)    $      (470)  $      (214)
.. Pension Benefits Post-retirement Benefits 2017 2016 2017 2016 (Dollars in Thousands) 261,767 167,660 229,883 167,660 3.73% 4.00% $ $ $ 229,025 138,688 201,963 138,688 4.26% 4.00% $ $ $ $ $ 7,015 $ 2 3.56% -% 7,215 17 3.95% -% Wolf Creek uses a measurement date of December 31 for its pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year's pension expense is based on a bond selection-settlement portfolio approach.
                                                                                                                                                        ====
This approach develops a discount rate by selecting a portfolio of high quality, callable corporate bonds that generate sufficiept cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan's projected benefit payments discounted at this rate with the market value of the bonds selected.
Total recognized in net periodic cost and regulatory assets and liabilities..............             $  17,152      $    22,501  $     3,709    $      281    $        (32)  $      241
The decrease in the discount rates used as of December 31, 2017, increased Wolf Creek's pension and post-retirement benefit obligations by approximately  
                                                                                                                                                        ====
$19.5 million and $0.2 million, respectively.
Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost:
99 The prior service cost is amortized on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment.
Discount rate ........................................... .       4.26%              4.61%          4.20%          3.95%            4.27%          3.89%
The net actuarial gain or loss is amortized on a straight-line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor.
Expected long-term return on plan assets                          7.25%              7.50%          7.50%            -%              -%            -%
Following is additional information regarding KGE's 47% share of the Wolf Creek pension and other post-retirement benefit plans. Pension Benefits Post-retirement Benefits Year Ended December 31, Components ofNet Periodic Cost (Benefit):
Compensation rate increase .................... .                  4.00%             4.00%         4.00%           -%              -%            -%
Service cost..............................................  
(a)     The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices.
$ Interest cost ............................................. . Expected return on plan assets ...............  
We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2018.
.. Amortization of unrecognized:
Pension        Post-retirement Benefits            Benefits (In Thousands)
Prior service costs ............................  
Actuarial loss (gain) .............. $                   6,624      $             (58)
.. Actuarial loss (gain), net.. ................  
Prior service cost .................. .                      55 Total................................ $        6,679      $              (58)
.. Curtailments, settlements, and special 2017 7,800 $ 9,900 (10,571) 55 4,979 termination benefits...............................
                                                                                              ======== =========
390 Net periodic cost before regulatory adjustment.  
The expected long-term rate ofretum on plan assets is based on historical and projected rates ofretum for current and planned asset classes in the plans' investment portfolios. Assumed projected rates of return for each asset class were selected after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, the overall expected rate of return for the portfolios was developed, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets.
............................................ . 12,553 Regulatory adjustment (a)........................
100
1,083 2016 6,748 $ 9,655 (9,722) 55 4,357 11,093 1,886 2015 2017 (Dollars in Thousands) 7,595 $ 9,016 (9,044) 57 5,930 13,554 (1,485) 146 $ 280 (50) 376 Net periodic cost......................................
 
$ 13,636 $ 12,979 $ 12,069 $ 376 $ ==== Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets and Liabilities:
For measurement purposes, the assumed annual health care cost growth rates were as follows.
Current year actuarial loss (gain).............
As of December 31, 2017          2016 Health care cost trend rate assumed for next year ...................................................... .           6.0%          6.5%
$ Amortization of actuarial (gain) loss ...... . Amortization of prior service cost .......... . T~tal.r~~ognized in regulatory assets and hab1ht1es  
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) ...... .                           5.0%          5.0%
................................................  
Year that the rate reaches the ultimate trend rate ........................................................ .        2020          2020 The health care cost trend rate affects the projected benefit obligation. A 1% change in assumed health care cost growth rates would have effects shown in the following table:
$ Total recognized in net periodic cost and regulatory assets and liabilities..............  
One-                  One-Percentage-              Percentage-Point Increase Point Decrease (In Thousands)
$ Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost: Discount rate ........................................... . Expected long-term return on plan assets Compensation rate increase .................... . 8,550 $ (4,979) (55) 3,516 $ 17,152 $ 4.26% 7.25% 4.00% 13,934 $ (4,357) (55) 9,522 $ 22,501 $ 4.61% 7.50% 4.00% ==== (2,373) $ (5,930) (57) (8,360) $ 3,709 $ 4.20% 7.50% 4.00% (145) $ 50 (95) $ 281 $ 3.95% -% -% 2016 127 $ 325 (14) 438 438 $ (484) $ 14 2015 138 314 3 455 455 (211) (3) (470) $ (214) ==== (32) $ 241 4.27% -% -% ==== 3.89% -% -% (a) The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices. We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2018. Actuarial loss (gain) ..............  
Effect on total of service and interest cost........... $                            (9) $            10 Effect on post-retirement benefit obligation ....... .                          (133)               142 Plan Assets Wolf Creek's pension and post-retirement plan investment strategy is to manage assets in a prudent manner with regard to preserving principal while providing reasonable returns. It has adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of its strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants. Wolf Creek delegates the management of its pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk of large losses, based upon objectives and risk tolerance specified by Wolf Creek, which include allowable and/or prohibited investment types. It measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.
$ Prior service cost .................. . Pension Benefits Post-retirement Benefits (In Thousands) 6,624 $ (58) 55 Total................................  
The target allocations for Wolf Creek's pension plan assets are 31 % to international equity securities, 25% to domestic equity securities, 25% to debt securities, 10% to real estate securities, 5% to commodity investments and 4% to other investments. The investments in both international and domestic equity include investments in large-, mid- and small-cap companies and investment funds with underlying investments similar to those previously mentioned. The investments in debt include core and high-yield bonds. Core bonds include funds invested in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and private debt securities. High-yield bonds include a fund with underlying investments in non-investment grade debt securities of corporate entities, private placements and bank debt.
$ 6,679 $ (58) ======== =========
Real estate securities include funds invested in commercial and residential real estate properties while commodity investments include funds invested in commodity-related instruments.
The expected long-term rate ofretum on plan assets is based on historical and projected rates ofretum for current and planned asset classes in the plans' investment portfolios.
Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the Wolf Creek pension trust may buy and sell investments resulting in changes within the hierarchy. See Note 5, "Financial Instruments and Trading Securities," for a description of the hierarchal framework.
Assumed projected rates of return for each asset class were selected after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, the overall expected rate of return for the portfolios was developed, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets. 100 For measurement purposes, the assumed annual health care cost growth rates were as follows. As of December 31, 2017 2016 Health care cost trend rate assumed for next year ...................................................... . Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) ...... . Year that the rate reaches the ultimate trend rate ........................................................ . 6.0% 5.0% 2020 6.5% 5.0% 2020 The health care cost trend rate affects the projected benefit obligation.
101
A 1 % change in assumed health care cost growth rates would have effects shown in the following table: Plan Assets Point Increase Point Decrease Effect on total of service and interest cost...........  
 
$ (In Thousands)
The following table provides the fair value ofKGE's 47% share of Wolf Creek's pension plan assets and the corresponding level ofhierarchy as of December 31, 2017 and 2016.
(9) $ (133) 10 142 Effect on post-retirement benefit obligation
As of December 31, 2017                                  Level 1      Level2          Level 3        NAV            Total (In Thousands)
....... . Wolf Creek's pension and post-retirement plan investment strategy is to manage assets in a prudent manner with regard to preserving principal while providing reasonable returns. It has adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of its strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities.
Assets:
The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants.
Domestic equity funds .....................         $           $     43,396     $       -   $                 $   43,396 International equity funds ................                           52,485
Wolf Creek delegates the management of its pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk of large losses, based upon objectives and risk tolerance specified by Wolf Creek, which include allowable and/or prohibited investment types. It measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.
The target allocations for Wolf Creek's pension plan assets are 31 % to international equity securities, 25% to domestic equity securities, 25% to debt securities, 10% to real estate securities, 5% to commodity investments and 4% to other investments.
The investments in both international and domestic equity include investments in large-, mid-and small-cap companies and investment funds with underlying investments similar to those previously mentioned.
The investments in debt include core and high-yield bonds. Core bonds include funds invested in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and private debt securities.
High-yield bonds include a fund with underlying investments in non-investment grade debt securities of corporate entities, private placements and bank debt. Real estate securities include funds invested in commercial and residential real estate properties while commodity investments include funds invested in commodity-related instruments.
Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the Wolf Creek pension trust may buy and sell investments resulting in changes within the hierarchy.
See Note 5, "Financial Instruments and Trading Securities," for a description of the hierarchal framework.
101 The following table provides the fair value ofKGE's 47% share of Wolf Creek's pension plan assets and the corresponding level ofhierarchy as of December 31, 2017 and 2016. As of December 31, 2017 Level 1 Level2 Level 3 NAV Total (In Thousands)
-Assets: Domestic equity funds .....................  
$ $ 43,396 $ -$ $ 43,396 International equity funds ................
52,485
* 52,485-'.
* 52,485-'.
Core bond funds ..............................
Core bond funds ..............................                       42,304                                         42,304 Real estate securities fund ............. :.                                                           7,415           7;415 Alternative investment fund ............                               16,988                         4,369         21,357 Cash equivalents ..............................                           703                             -             703 Total Assets Measured at Fair Value .......             $           $   155,876     $             $     11,784   $   167,660 As ofDecember 31, 2016                                   Level 1     Level2           Level 3         NAV             Total (In Thousands)
42,304 42,304 Real estate securities fund .............  
Assets:
:. 7,415 7;415 Alternative investment fund ............
Domestic equity funds ..................... $                   $     34;586     $             $               $     3{586 International equity funds ................                           43,269                                         43,269 Core bond funds ..............................
16,988 4,369 21,357 Cash equivalents  
* 35,048             -                         35,048 Real estate securities fund ...............                                                             6,948         6,948 Alternative investment fund ............                               14,073
..............................
* J;I64         18;2.37 ;
703 -703 Total Assets Measured at Fair Value ....... $ $ 155,876 $ $ 11,784 $ 167,660 As ofDecember 31, 2016 Level 1 Level2 Level 3 NAV Total (In Thousands)
Cash equivalents ..............................                           600                                           600 Total Assets Measured at Fair Value ....... $                       $   127,576     $             $   "11,112     $ ,138,688 Cash Flows The following table shows our expected cash flows for KGE's 47% share of Wolf Creek's pension and post-retirement benefit plans for future years.
Assets: Domestic equity funds .....................  
Expected Cash Flows                                     Pension Benefits                   Post-retirement Benefits (From)                                     (From)
$ $ 34;586 $ $ $ 3{586 International equity funds ................
To/(From) Trust Company Assets         To/(From) Trust Company Assets (In Millions)
43,269 43,269 Core bond funds ..............................
* 35,048 -35,048 Real estate securities fund ...............
6,948 6,948 Alternative investment fund ............
14,073
* J;I64 18;2.37 ; Cash equivalents  
..............................
600 600 Total Assets Measured at Fair Value ....... $ $ 127,576 $ $ "11,112 $ ,138,688 Cash Flows The following table shows our expected cash flows for KGE's 47% share of Wolf Creek's pension and post-retirement benefit plans for future years. Expected Cash Flows Pension Benefits Post-retirement Benefits (From) To/(From)
Trust Company Assets To/(From)
Trust (From) Company Assets (In Millions)
Expected contributions:
Expected contributions:
2018..................................  
2018..................................     $           8.9                       $             0.6 Expected benefit payments:
$ 8.9 $ 0.6 Expected benefit payments:
2018 ...................... , ......... :. $         (~.O) $             (0)): $             (2.0), $                   ~;
2018 ...................... , .........  
2019 ............................ :.... .             (9.0)               (0.3)               (2.3) 2020 ..................... :........... .             (9.9)               (0.3):               (2.6) 2021 ................................. .             (10.8)               (0.3)               (2.9) 2022 .... ;............................ .           (11.7)               (0.3)             j3.:2) "".
:. $ (~.O) $ (0)): $ (2.0), $ 2019 ............................  
2023 - 2027 ...................... .                 (70.7)               (1.9)             (19.7)
: .... . (9.0) (0.3) (2.3) 2020 .....................  
Savings Plan Wolf Creek maintains a qualified 401 (k) savings plan in which most of its employees participate. Wolf Creek matches employees' contributions in cash up to specified maximum limits. Wolf Creek's contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives provided under the plan.
: ........... . (9.9) (0.3): (2.6) 2021 ................................. . (10.8) (0.3) (2.9) 2022 .... ; ............................ . (11.7) (0.3) j3.:2) "". 2023 -2027 ...................... . (70.7) (1.9) (19.7) Savings Plan ~; Wolf Creek maintains a qualified 401 (k) savings plan in which most of its employees participate.
KGE's portion of the expense associated with Wolf Creek's matching contributions was $1.4 million in 2017, $1.6 million in 2016 and $1.6 million in 2015.
Wolf Creek matches employees' contributions in cash up to specified maximum limits. Wolf Creek's contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives provided under the plan. KGE's portion of the expense associated with Wolf Creek's matching contributions was $1.4 million in 2017, $1.6 million in 2016 and $1.6 million in 2015. 102
102
: 14. COMMITMENTS AND CONTINGENCIES Purchase Orders and Contracts As part of our ongoing operations and capital expenditure program, we have purchase orders and contracts, excluding fuel and transmission, which are discussed below under "-Fuel and Purchased Power Commitments." These commitments relate to purchase obligations issued and outstanding at year-end.
: 14. COMMITMENTS AND CONTINGENCIES Purchase Orders and Contracts As part of our ongoing operations and capital expenditure program, we have purchase orders and contracts, excluding fuel and transmission, which are discussed below under "-Fuel and Purchased Power Commitments." These commitments relate to purchase obligations issued and outstanding at year-end.
The yearly detail of the aggregate amount ofrequired payments as of December 31, 2017, was as follows. Environmental Matters Committed Amount (In Thousands) 2018-....................................................  
The yearly detail of the aggregate amount ofrequired payments as of December 31, 2017, was as follows.
$ 257,544 2019 ................................................... . 2020 ...............................................  
Committed Amount (In Thousands) 2018-.................................................... $       257,544 2019 ................................................... .         17,787 2020 ............................................... :... .         4,842 Thereafter ........................................... .             3,172 Total amount committed.............. $                         283,345 Environmental Matters Set forth below are descriptions of contingencies related to environmental matters that may impact us or our financial results. Our assessment of these contingencies, which are based on federal and state statutes and regulations, and regulatory agency and judicial interpretations and actions, has evolved over time. There are a variety of final and proposed laws and regulations that could have a material adverse effect on our operations and consolidated financial results. Due in part to the complex nature of environmental laws and regulations, we are unable to assess the impact of potential changes that may develop with respect to the environmental contingencies described below.
: ... . Thereafter  
Federal Clean Air Act We must comply with the federal Clean Air Act (CAA), state laws and implementing federal and state regulations that impose, among other things, limitations on emissions generated from our operations, including sulfur dioxide (S02), particulate matter (PM), nitrogen oxides (NOx), carbon monoxide (CO), mercury and acid gases.
........................................... . Total amount committed..............  
Emissions from our generating facilities, including PM, S02 and NOx, have been determined by regulation to reduce visibility by causing or contributing to regional haze. Under federal laws, such as the Clean Air Visibility Rule, and pursuant to an agreement with the Kansas Department of Health and Environment (KDHE) and the Environmental Protection Agency (EPA), we are required to install, operate and maintain controls to reduce emissions found to cause or contribute to regional haze.
$ 17,787 4,842 3,172 283,345 Set forth below are descriptions of contingencies related to environmental matters that may impact us or our financial results. Our assessment of these contingencies, which are based on federal and state statutes and regulations, and regulatory agency and judicial interpretations and actions, has evolved over time. There are a variety of final and proposed laws and regulations that could have a material adverse effect on our operations and consolidated financial results. Due in part to the complex nature of environmental laws and regulations, we are unable to assess the impact of potential changes that may develop with respect to the environmental contingencies described below. Federal Clean Air Act We must comply with the federal Clean Air Act (CAA), state laws and implementing federal and state regulations that impose, among other things, limitations on emissions generated from our operations, including sulfur dioxide (S0 2), particulate matter (PM), nitrogen oxides (NOx), carbon monoxide (CO), mercury and acid gases. Emissions from our generating facilities, including PM, S0 2 and NOx, have been determined by regulation to reduce visibility by causing or contributing to regional haze. Under federal laws, such as the Clean Air Visibility Rule, and pursuant to an agreement with the Kansas Department of Health and Environment (KDHE) and the Environmental Protection Agency (EPA), we are required to install, operate and maintain controls to reduce emissions found to cause or contribute to regional haze. Sulfur Dioxide and Nitrogen Oxide Through the combustion of fossil fuels at our generating facilities, we emit S0 2 and NOx. Federal and state laws and regulations, including those noted above, and permits issued to us limit the amount of these substances we can emit. Ifwe exceed these limits, we could be subject to fines and penalties.
Sulfur Dioxide and Nitrogen Oxide Through the combustion of fossil fuels at our generating facilities, we emit S02 and NOx. Federal and state laws and regulations, including those noted above, and permits issued to us limit the amount of these substances we can emit. Ifwe exceed these limits, we could be subject to fines and penalties. In order to meet S02 and NOx regulations applicable to our generating facilities, we use low-sulfur coal and natural gas and have equipped the majority of our fossil fuel generating facilities with equipment to control such emissions.
In order to meet S0 2 and NOx regulations applicable to our generating facilities, we use low-sulfur coal and natural gas and have equipped the majority of our fossil fuel generating facilities with equipment to control such emissions.
We are subject to the S02 allowance and trading program under the federal Clean Air Act Acid Rain Program. Under this program, each unit must have enough allowances to cover its S02 emissions for that year. In' 2017, we had adequate S02 allowances to meet generation and we expect to have enough to cover emissions under this program in 2018.
We are subject to the S0 2 allowance and trading program under the federal Clean Air Act Acid Rain Program. Under this program, each unit must have enough allowances to cover its S0 2 emissions for that year. In' 2017, we had adequate S0 2 allowances to meet generation and we expect to have enough to cover emissions under this program in 2018. 103 Cross-State Air Pollution Update Rule In September 2016, the EPA finalized the Cross-State Air Pollution Update Rule. The final rule addresses interstate transport ofNOx emissions in 22 states including Kansas, Missouri and Oklahoma during the ozone season and the impact from the formation of ozone on downwind states with respect to the 2008 ozone National Ambient Air Quality Standards (NAAQS). Starting with the 2017 ozone season, the final rule revised the existing ozone season allowance budgets for Missouri and Oklahoma and established an ozone season budget for Kansas. Various states and others are challenging the rule in the U.S. Court of Appeals for the D.C. Circuit but the rule remains in effect. We do not believe this rule will have a material impact on our operations and consolidated financial results. National Ambient Air Quality Standards Under the federal CAA, the EPA sets NAAQS for certain emissions known as the "criteria pollutants" considered harmful to public health and the environment, including two classes of PM, ozone, nitrogen dioxide (N0 2) (a precursor to ozone), CO and S0 2 , which result from fossil fuel combustion.
103
Areas meeting the NAAQS are designated attainment areas while those that do not meet the NAAQS are considered nonattainment areas. Each state must develop a plan to bring nonattainment areas into compliance with the NAAQS. NAAQS must be reviewed by the EPA at five-year intervals.
 
In October 2015, the EPA strengthened the ozone NAAQS by lowering the standards from 75 ppb to 70 ppb. In September 2016, the KDHE recommended to the EPA that they designate eight counties in the state of Kansas as in attainment with the standard, and each remaining county in Kansas as attainment/unclassifiable.
Cross-State Air Pollution Update Rule In September 2016, the EPA finalized the Cross-State Air Pollution Update Rule. The final rule addresses interstate transport ofNOx emissions in 22 states including Kansas, Missouri and Oklahoma during the ozone season and the impact from the formation of ozone on downwind states with respect to the 2008 ozone National Ambient Air Quality Standards (NAAQS). Starting with the 2017 ozone season, the final rule revised the existing ozone season allowance budgets for Missouri and Oklahoma and established an ozone season budget for Kansas. Various states and others are challenging the rule in the U.S. Court of Appeals for the D.C. Circuit but the rule remains in effect. We do not believe this rule will have a material impact on our operations and consolidated financial results.
In November 2017, EPA designated all counties in the State of Kansas as attainment/unclassifiable.
National Ambient Air Quality Standards Under the federal CAA, the EPA sets NAAQS for certain emissions known as the "criteria pollutants" considered harmful to public health and the environment, including two classes of PM, ozone, nitrogen dioxide (N02) (a precursor to ozone), CO and S02, which result from fossil fuel combustion. Areas meeting the NAAQS are designated attainment areas while those that do not meet the NAAQS are considered nonattainment areas. Each state must develop a plan to bring nonattainment areas into compliance with the NAAQS. NAAQS must be reviewed by the EPA at five-year intervals.
We do not believe this will have a material impact on our consolidated financial results. Various states and others are challenging the revised 2015 ozone NAAQS in the D.C. Circuit. In April 2017, at the request of the EPA, the court issued an order holding the case in abeyance because the new administration is planning to review the 2015 ozone NAAQS and will determine whether to reconsider all or a portion of the rule. In December 2017, environmental groups filed suit against the EPA for failure to make all the required area designations by an October 2017 deadline.
In October 2015, the EPA strengthened the ozone NAAQS by lowering the standards from 75 ppb to 70 ppb. In September 2016, the KDHE recommended to the EPA that they designate eight counties in the state of Kansas as in attainment with the standard, and each remaining county in Kansas as attainment/unclassifiable. In November 2017, EPA designated all counties in the State of Kansas as attainment/unclassifiable. We do not believe this will have a material impact on our consolidated financial results.
Also in December 2017, the EPA issued a notice of availability of their intent to issue the remainder of the area designations by April 2018. This will not affect the area designations for Kansas issued in November 2017. In December 2012, the EPA strengthened an existing NAAQS for one class of PM. In December 2014, the EPA designated the entire state of Kansas as attainment/unclassifiable with the standard.
Various states and others are challenging the revised 2015 ozone NAAQS in the D.C. Circuit. In April 2017, at the request of the EPA, the court issued an order holding the case in abeyance because the new administration is planning to review the 2015 ozone NAAQS and will determine whether to reconsider all or a portion of the rule. In December 2017, environmental groups filed suit against the EPA for failure to make all the required area designations by an October 2017 deadline. Also in December 2017, the EPA issued a notice of availability of their intent to issue the remainder of the area designations by April 2018. This will not affect the area designations for Kansas issued in November 2017.
We do not believe this will have a material impact on our operations or consolidated financial results. In 2010, the EPA revised the NAAQS for S0 2* In March 2015, a federal court approved a consent decree between the EPA and environmental groups. The decree includes specific S0 2 emissions criteria for certain electric generating plants that, if met, required the EPA to promulgate attainment/nonattainment designations for areas surrounding these plants. Tecumseh Energy Center is our only generating station that meets these criteria.
In December 2012, the EPA strengthened an existing NAAQS for one class of PM. In December 2014, the EPA designated the entire state of Kansas as attainment/unclassifiable with the standard. We do not believe this will have a material impact on our operations or consolidated financial results.
In June 2016, the EPA accepted the State of Kansas recommendation to designate the areas surrounding the facility as unclassifiable.
In 2010, the EPA revised the NAAQS for S02
In addition, in January 2017, KDHE formally recommended to the EPA a 2,000 ton per year limit for Tecumseh Energy Center Unit 7 in order to satisfy the requirements of the 1-hour S0 2 Data Requirements Rule that governs the next round of the designations.
* In March 2015, a federal court approved a consent decree between the EPA and environmental groups. The decree includes specific S02 emissions criteria for certain electric generating plants that, if met, required the EPA to promulgate attainment/nonattainment designations for areas surrounding these plants. Tecumseh Energy Center is our only generating station that meets these criteria. In June 2016, the EPA accepted the State of Kansas recommendation to designate the areas surrounding the facility as unclassifiable. In addition, in January 2017, KDHE formally recommended to the EPA a 2,000 ton per year limit for Tecumseh Energy Center Unit 7 in order to satisfy the requirements of the 1-hour S02 Data Requirements Rule that governs the next round of the designations. Also in January 2017, KDHE recommended the EPA change the designation of the area surrounding the facility from unclassifiable to attainment/
Also in January 2017, KDHE recommended the EPA change the designation of the area surrounding the facility from unclassifiable to attainment/
unclassifiable. In August 2017, the EPA indicated they would address this area redesignation request in a separate action. By agreeing to the 2,000 ton per year limitation, no further characterization of the area surrounding the plant is required.
unclassifiable.
We continue to communicate with our regulatory agencies regarding these standards and evaluate what impact the revised NAAQS could have on our operations and consolidated financial results. If areas surrounding our facilities are designated in the future as nonattainment and/or we are required to install additional equipment to control emissions at our facilities, it could have a material impact on our operations and consolidated financial results.
In August 2017, the EPA indicated they would address this area redesignation request in a separate action. By agreeing to the 2,000 ton per year limitation, no further characterization of the area surrounding the plant is required.
Greenhouse Gases Burning coal and other fossil fuels releases carbon dioxide (CO2) and other gases referred to as greenhouse gas (GHG). Various regulations under the federal CAA limit CO 2 and other GHG emissions, and other measures are being imposed or offered by individual states, municipalities and regional agreements with the goal ofreducing GHG emissions.
We continue to communicate with our regulatory agencies regarding these standards and evaluate what impact the revised NAAQS could have on our operations and consolidated financial results. If areas surrounding our facilities are designated in the future as nonattainment and/or we are required to install additional equipment to control emissions at our facilities, it could have a material impact on our operations and consolidated financial results. Greenhouse Gases Burning coal and other fossil fuels releases carbon dioxide (CO 2) and other gases referred to as greenhouse gas (GHG). Various regulations under the federal CAA limit CO 2 and other GHG emissions, and other measures are being imposed or offered by individual states, municipalities and regional agreements with the goal ofreducing GHG emissions.
104
104 In October 2015, the EPA published a rule establishing new source performance standards (NSPS) for GHGs that limit CO 2 emissions for new, modified and reconstructed coal and natural gas fueled electric generating units to various levels per Megawatt hour (MWh) depending on various characteristics of the units. Legal challenges to the GHG NSPS have been filed in the D.C. Circuit by various states and industry members. Also in October 2015, the EPA published a rule establishing guidelines for states to regulate CO 2 emissions from existing power plants. The standards for existing plants are known as the Clean Power Plan (CPP). Under the CPP, interim emissions performance rates must be achieved beginning in 2022 and final emissions performance rates must be achieved by 203 0. Legal challenges to the CPP were filed by groups of states and industry members, including us, in the D.C. Circuit. In April 2017, the EPA published in the Federal Register a notice of withdrawal of the proposed CPP federal plan, proposed model trading rules and proposed Clean Energy Incentive Program design details. Also in April 2017, the EPA published a notice in the Federal Register that it is initiating administrative reviews of the CPP and the GHG NSPS. In October 2017, the EPA issued a proposed rule to repeal the CPP. The proposed rule indicates the CPP exceeds EPA's authority and the EPA has not determined whether or not they will issue a replacement rule. The EPA is soliciting comments on the legal interpretations contained in this rulemaking.
 
In December 2017, the EPA issued an advance notice of proposed rulemaking.
In October 2015, the EPA published a rule establishing new source performance standards (NSPS) for GHGs that limit CO2 emissions for new, modified and reconstructed coal and natural gas fueled electric generating units to various levels per Megawatt hour (MWh) depending on various characteristics of the units. Legal challenges to the GHG NSPS have been filed in the D.C. Circuit by various states and industry members. Also in October 2015, the EPA published a rule establishing guidelines for states to regulate CO2 emissions from existing power plants. The standards for existing plants are known as the Clean Power Plan (CPP). Under the CPP, interim emissions performance rates must be achieved beginning in 2022 and final emissions performance rates must be achieved by 203 0. Legal challenges to the CPP were filed by groups of states and industry members, including us, in the D.C. Circuit.
This proposed rulemaking was issued by the EPA because it is considering the possibility of changing certain aspects of the CPP and the EPA is soliciting feedback on specific areas that could be changed. Comments on these proposed areas of change are due to the EPA in February 2018. Due to the future uncertainty of the CPP, we cannot determine the impact on our operations or consolidated financial results, but we believe the cost to comply with the CPP, should it be upheld and implemented in its current or a substantially similar form, could be material.
In April 2017, the EPA published in the Federal Register a notice of withdrawal of the proposed CPP federal plan, proposed model trading rules and proposed Clean Energy Incentive Program design details. Also in April 2017, the EPA published a notice in the Federal Register that it is initiating administrative reviews of the CPP and the GHG NSPS.
Water We discharge some of the water used in our operations.
In October 2017, the EPA issued a proposed rule to repeal the CPP. The proposed rule indicates the CPP exceeds EPA's authority and the EPA has not determined whether or not they will issue a replacement rule. The EPA is soliciting comments on the legal interpretations contained in this rulemaking.
This water may contain substances deemed to be pollutants.
In December 2017, the EPA issued an advance notice of proposed rulemaking. This proposed rulemaking was issued by the EPA because it is considering the possibility of changing certain aspects of the CPP and the EPA is soliciting feedback on specific areas that could be changed. Comments on these proposed areas of change are due to the EPA in February 2018.
Revised rules governing such discharges from coal-fired power plants were issued in November 2015. The final rule establishes effluent limitations guidelines (ELG) and standards for wastewater discharges, including limits on the amount of toxic metals and other pollutants that can be discharged.
Due to the future uncertainty of the CPP, we cannot determine the impact on our operations or consolidated financial results, but we believe the cost to comply with the CPP, should it be upheld and implemented in its current or a substantially similar form, could be material.
Implementation timelines for these requirements vary from 2019 to 2023. In April 2017, the EPA announced it is reconsidering the ELG rule and court challenges have been placed in abeyance pending the EPA's review. In September 2017, the EPA finalized a rule to postpone the compliance dates for the new, more stringent, effluent limitations and pretreatment standards for bottom ash transport water and flue gas desulfurization wastewater.
Water We discharge some of the water used in our operations. This water may contain substances deemed to be pollutants.
These compliance dates have been postponed for two years while the EPA completes its administrative reconsideration of the ELG rule. We are evaluating the final rule and related developments and cannot predict the resulting impact on our operations or consolidated financial results, but believe costs to comply could be material if the rule is implemented in its current or substantially similar form. In October 2014, the EPA's final standards for cooling intake structures at power plants to protect aquatic life took effect. The standards, based on Section 3 l 6(b) of the federal Clean Water Act (CWA), require subject facilities to choose among seven best available technology options to reduce fish impingement.
Revised rules governing such discharges from coal-fired power plants were issued in November 2015. The final rule establishes effluent limitations guidelines (ELG) and standards for wastewater discharges, including limits on the amount of toxic metals and other pollutants that can be discharged. Implementation timelines for these requirements vary from 2019 to 2023. In April 2017, the EPA announced it is reconsidering the ELG rule and court challenges have been placed in abeyance pending the EPA's review. In September 2017, the EPA finalized a rule to postpone the compliance dates for the new, more stringent, effluent limitations and pretreatment standards for bottom ash transport water and flue gas desulfurization wastewater. These compliance dates have been postponed for two years while the EPA completes its administrative reconsideration of the ELG rule. We are evaluating the final rule and related developments and cannot predict the resulting impact on our operations or consolidated financial results, but believe costs to comply could be material if the rule is implemented in its current or substantially similar form.
In addition, some facilities must conduct studies to assist permitting authorities to determine whether and what site-specific controls, if any, would be required to reduce entrainment of aquatic organisms.
In October 2014, the EPA's final standards for cooling intake structures at power plants to protect aquatic life took effect. The standards, based on Section 3 l 6(b) of the federal Clean Water Act (CWA), require subject facilities to choose among seven best available technology options to reduce fish impingement. In addition, some facilities must conduct studies to assist permitting authorities to determine whether and what site-specific controls, if any, would be required to reduce entrainment of aquatic organisms. Our current analysis indicates this rule will not have a significant impact on our coal plants that employ cooling towers or cooling lakes that can be classified as closed cycle cooling. We do not expect the impact from this rule to be material.
Our current analysis indicates this rule will not have a significant impact on our coal plants that employ cooling towers or cooling lakes that can be classified as closed cycle cooling. We do not expect the impact from this rule to be material.
In June 2015, the EPA along with the U.S. Army Corps of Engineers issued a final rule, effective August 2015, defining the Waters of the United States (WOTUS) for purposes of the CWA. This rulemaking has the potential to impact all programs under the CWA. Expansion ofregulated waterways is possible under the rule depending on regulating authority interpretation, which could impact several permitting programs. Various states and others have filed lawsuits challenging the WOTUS rule. In July 2017, the EPA and the U.S. Army Corps of Engineers published in the Federal Register a proposed rule that would, if implemented, reinstate the definition ofWOTUS that existed prior to the June 2015 expansion of the definition.
In June 2015, the EPA along with the U.S. Army Corps of Engineers issued a final rule, effective August 2015, defining the Waters of the United States (WOTUS) for purposes of the CWA. This rulemaking has the potential to impact all programs under the CWA. Expansion ofregulated waterways is possible under the rule depending on regulating authority interpretation, which could impact several permitting programs.
Final action on the proposed rule is expected in early 2018. We are currently evaluating the WOTUS rule and related developments. We do not believe the rule, if upheld and implemented in its current or substantially similar form, will have a material impact on our operations or consolidated financial results.
Various states and others have filed lawsuits challenging the WOTUS rule. In July 2017, the EPA and the U.S. Army Corps of Engineers published in the Federal Register a proposed rule that would, if implemented, reinstate the definition ofWOTUS that existed prior to the June 2015 expansion of the definition.
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Final action on the proposed rule is expected in early 2018. We are currently evaluating the WOTUS rule and related developments.
 
We do not believe the rule, if upheld and implemented in its current or substantially similar form, will have a material impact on our operations or consolidated financial results. 105 Regulation of Coal Combustio1' Residuals In the course of operating our coal generation plants, we produce coal combustion residuals (CCRs ), including fly ash, gypsum and bottom ash. We recycle some of our ash production, principally by selling to the aggregate industry.
Regulation of Coal Combustio1' Residuals In the course of operating our coal generation plants, we produce coal combustion residuals (CCRs ), including fly ash, gypsum and bottom ash. We recycle some of our ash production, principally by selling to the aggregate industry. The EPA published a rule to regulate CCRs in April 2015, which we believe will require additional CCR handling, processing and storage equipment and closure of certain ash disposal ponds. Impacts to operations will be dependent on the development of groundwater monitoring of CCR units being completed in 2017 and 2018. The Water Infrastructure Improvements for the Nation Act allows states to achieve delegated authority for CCR rules from the EPA. This has the potential to impact compliance options. Electric generation industry participants requested and the EPA has granted a request to reconsider portions of the final CCR regulation. The EPA has stated its intent to propose a rule in early 2018 to modify portions of the 2015 rulemaking. We have recorded an ARO for our current estimate for closure of ash disposal ponds but we may be required to record additional AROs in the future due to changes in existing CCR regulations, changes in interpretation of existing CCR regulations or changes in the timing or cost to close ash disposal ponds. If additional AROs are necessary, we believe the impact on our operations or consolidated financial results could be material. See Note 15, "Asset Retirement Obligations," for additional information.
The EPA published a rule to regulate CCRs in April 2015, which we believe will require additional CCR handling, processing and storage equipment and closure of certain ash disposal ponds. Impacts to operations will be dependent on the development of groundwater monitoring of CCR units being completed in 2017 and 2018. The Water Infrastructure Improvements for the Nation Act allows states to achieve delegated authority for CCR rules from the EPA. This has the potential to impact compliance options. Electric generation industry participants requested and the EPA has granted a request to reconsider portions of the final CCR regulation.
SPP Revenue Crediting We are a member of the Southwest Power Pool, Inc. (SPP) RTO, which coordinates the operation of a multi-state interconnected transmission system. In 2016, the SPP completed a process of allocating revenue credits under its Open Access Transmission Tariff to sponsors of certain transmission system upgrades. Qualifying upgrades are generation interconnection or transmission service projects that benefit SPP members and that are paid for directly by a sponsor without customer support.
The EPA has stated its intent to propose a rule in early 2018 to modify portions of the 2015 rulemaking.
The SPP determined sponsors are entitled to revenue credits for previously completed upgrades, and members are obligated to pay for revenue credits attributable to these historical upgrades. As a result, in November 2016 we paid the SPP $7.6 million related to revenue credits attributable to historical upgrades from March 2008 to August 2016. The SPP issued revised allocations and we received a small refund in November 2017.
We have recorded an ARO for our current estimate for closure of ash disposal ponds but we may be required to record additional AROs in the future due to changes in existing CCR regulations, changes in interpretation of existing CCR regulations or changes in the timing or cost to close ash disposal ponds. If additional AR Os are necessary, we believe the impact on our operations or consolidated financial results could be material.
Nuclear Decommissioning Nuclear decommissioning is a nuclear industry term for the permanent shutdown of a nuclear power plant and the removal of radioactive components in accordance with NRC requirements. The NRC will terminate a plant's license and release the property for unrestricted use when a company has reduced the residual radioactivity of a nuclear plant to a level mandated by the NRC. The NRC requires companies with nuclear plants to prepare formal financial plans to fund nuclear decommissioning. These plans are designed so that sufficient funds required for nuclear decommissioning will be accumulated prior to the expiration of the license of the related nuclear power plant. Wolf Creek files a nuclear decommissioning site study with the KCC every three years.
See Note 15, "Asset Retirement Obligations," for additional information.
The KCC reviews nuclear decommissioning plans in two phases. Phase one is the approval of the updated nuclear decommissioning study including the estimated costs to decommission the plant. Phase two involves the review and approval of a funding schedule prepared by the owner of the plant detailing how it plans to fund the future-year dollar amount of its pro rata share of the decommissioning costs.
SPP Revenue Crediting We are a member of the Southwest Power Pool, Inc. (SPP) RTO, which coordinates the operation of a multi-state interconnected transmission system. In 2016, the SPP completed a process of allocating revenue credits under its Open Access Transmission Tariff to sponsors of certain transmission system upgrades.
In 2017, Wolf Creek updated the nuclear decommissioning cost study. Based on the study, our share of decommissioning costs, including decontamination, dismantling and site restoration, is estimated to be approximately
Qualifying upgrades are generation interconnection or transmission service projects that benefit SPP members and that are paid for directly by a sponsor without customer support. The SPP determined sponsors are entitled to revenue credits for previously completed upgrades, and members are obligated to pay for revenue credits attributable to these historical upgrades.
As a result, in November 2016 we paid the SPP $7.6 million related to revenue credits attributable to historical upgrades from March 2008 to August 2016. The SPP issued revised allocations and we received a small refund in November 2017. Nuclear Decommissioning Nuclear decommissioning is a nuclear industry term for the permanent shutdown of a nuclear power plant and the removal of radioactive components in accordance with NRC requirements.
The NRC will terminate a plant's license and release the property for unrestricted use when a company has reduced the residual radioactivity of a nuclear plant to a level mandated by the NRC. The NRC requires companies with nuclear plants to prepare formal financial plans to fund nuclear decommissioning.
These plans are designed so that sufficient funds required for nuclear decommissioning will be accumulated prior to the expiration of the license of the related nuclear power plant. Wolf Creek files a nuclear decommissioning site study with the KCC every three years. The KCC reviews nuclear decommissioning plans in two phases. Phase one is the approval of the updated nuclear decommissioning study including the estimated costs to decommission the plant. Phase two involves the review and approval of a funding schedule prepared by the owner of the plant detailing how it plans to fund the future-year dollar amount of its pro rata share of the decommissioning costs. In 2017, Wolf Creek updated the nuclear decommissioning cost study. Based on the study, our share of decommissioning costs, including decontamination, dismantling and site restoration, is estimated to be approximately  
$380.0 million. This amount compares to the prior site study estimate of$360.0 million. The site study cost estimate represents the estimate to decommission Wolf Creek as of the site study year. The actual nuclear decommissioning costs may vary from the estimates because of changes in regulations and technologies as well as changes in costs for labor, materials and equipment.
$380.0 million. This amount compares to the prior site study estimate of$360.0 million. The site study cost estimate represents the estimate to decommission Wolf Creek as of the site study year. The actual nuclear decommissioning costs may vary from the estimates because of changes in regulations and technologies as well as changes in costs for labor, materials and equipment.
We are allowed to recover nuclear decommissioning costs in our prices over a period equal to the operating license of Wolf Creek, which is through 2045. The NRC requires that funds sufficient to meet nuclear decommissioning obligations be held in a trust. We believe that the KCC approved funding level will also be sufficient to meet the NRC requirement.
We are allowed to recover nuclear decommissioning costs in our prices over a period equal to the operating license of Wolf Creek, which is through 2045. The NRC requires that funds sufficient to meet nuclear decommissioning obligations be held in a trust. We believe that the KCC approved funding level will also be sufficient to meet the NRC requirement. Our consolidated financial results would be materially affected ifwe were not allowed to recover in our prices the full amount of the funding requirement.
Our consolidated financial results would be materially affected ifwe were not allowed to recover in our prices the full amount of the funding requirement.
We recovered in our prices and deposited in an external trust fund for nuclear decommissioning approximately
We recovered in our prices and deposited in an external trust fund for nuclear decommissioning approximately  
$5.8 million in 2017, $5.0 million in 2016 and $2.8 million in 2015. We record our investment in the NDT fund at fair value, which approximated $237.1 million and $200.1 million as of December 31, 2017 and 2016, respectively.
$5.8 million in 2017, $5.0 million in 2016 and $2.8 million in 2015. We record our investment in the NDT fund at fair value, which approximated  
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$237.1 million and $200.1 million as of December 31, 2017 and 2016, respectively.
 
106 Storage of Spent Nuclear Fuel Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE's motion to withdraw its application and the DOE appealed that decision to the full NRC. In 2011, the NRC issued an evenly split decision on the appeal and also ordered the licensing board to close out its work on the DOE 's application by the end of 2011 due to a lack of funding. These agency actions prompted the states of Washington and South Carolina, and a county in South Carolina, to file a lawsuit in a federal Court of Appeals asking the court to compel the NRC to resume its license review and to issue a decision on the license application.
Storage of Spent Nuclear Fuel Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE's motion to withdraw its application and the DOE appealed that decision to the full NRC. In 2011, the NRC issued an evenly split decision on the appeal and also ordered the licensing board to close out its work on the DOE 's application by the end of 2011 due to a lack of funding. These agency actions prompted the states of Washington and South Carolina, and a county in South Carolina, to file a lawsuit in a federal Court of Appeals asking the court to compel the NRC to resume its license review and to issue a decision on the license application. In August 2013, the court ordered the NRC to resume its review of the DOE's application. The NRC has not yet issued its decision.
In August 2013, the court ordered the NRC to resume its review of the DOE's application.
Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Wolf Creek has finalized a settlement agreement through 2019 with the DOE for reimbursement of costs to construct this facility that would not have otherwise been incurred had the DOE begun accepting spent nuclear fuel. As a co-owner of Wolf Creek, we received $0.8 million of the settlement representing reimbursement of costs incurred through 2015 for project planning. Wolf Creek submitted a settlement claim to the DOE in August 2017 for costs incurred between January 2016 and June 2017, with our share of the claim being approximately $0.5 million. We cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.
The NRC has not yet issued its decision.
Nuclear Insurance We maintain nuclear liability, property and accidental outage insurance for Wolf Creek. These policies contain certain industry standard terms, conditions and exclusions, including, but not limited to, ordinary wear and tear and war. An industry aggregate limit of$3.2 billion for nuclear events ($1.8 billion of non-nuclear events) plus any reinsurance, indemnity or any other source recoverable by Nuclear Electric Insurance Limited (NEIL), our property and accidental outage insurance provider, exists for acts of terrorism affecting Wolf Creek or any other NEIL insured plant within 12 months from the date of the first act.
Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Wolf Creek has finalized a settlement agreement through 2019 with the DOE for reimbursement of costs to construct this facility that would not have otherwise been incurred had the DOE begun accepting spent nuclear fuel. As a co-owner of Wolf Creek, we received $0.8 million of the settlement representing reimbursement of costs incurred through 2015 for project planning.
In addition, we are required to participate in industry-wide retrospective assessment programs as discussed below.
Wolf Creek submitted a settlement claim to the DOE in August 2017 for costs incurred between January 2016 and June 2017, with our share of the claim being approximately  
Nuclear Liability Insurance Pursuant to the Price-Anderson Act, we insure against public nuclear liability claims resulting from nuclear incidents to the required limit of public liability, which is approximately $13.4 billion. This limit ofliability consists of the maximum available commercial insurance of$450.0 million and the remaining $13.0 billion is provided through mandatory participation in an industry-wide retrospective assessment program. Under this retrospective assessment program, the owners of Wolf Creek are jointly and severally subject to an assessment ofup to $127.3 million (our share is $59.8 million), payable at no more than
$0.5 million. We cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.
$19.0 million (our share is $8.9 million) per incident per year per reactor for any commercial U.S. nuclear reactor qualifying incident. Both the total and yearly assessment is subject to an inflationary adjustment every five years with the next adjustment in 2018. In addition, Congress could impose additional revenue-raising measures to pay claims.
Nuclear Insurance We maintain nuclear liability, property and accidental outage insurance for Wolf Creek. These policies contain certain industry standard terms, conditions and exclusions, including, but not limited to, ordinary wear and tear and war. An industry aggregate limit of$3.2 billion for nuclear events ($1.8 billion of non-nuclear events) plus any reinsurance, indemnity or any other source recoverable by Nuclear Electric Insurance Limited (NEIL), our property and accidental outage insurance provider, exists for acts of terrorism affecting Wolf Creek or any other NEIL insured plant within 12 months from the date of the first act. In addition, we are required to participate in industry-wide retrospective assessment programs as discussed below. Nuclear Liability Insurance Pursuant to the Price-Anderson Act, we insure against public nuclear liability claims resulting from nuclear incidents to the required limit of public liability, which is approximately  
Nuclear Property and Accidental Outage Insurance The owners of Wolf Creek carry decontamination liability, nuclear property damage and premature nuclear decommissioning liability insurance for Wolf Creek totaling approximately $2.8 billion. Insurance coverage for non-nuclear property damage accidents total approximately $2.3 billion. In the event of an extraordinary nuclear accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC.
$13.4 billion. This limit ofliability consists of the maximum available commercial insurance of$450.0 million and the remaining  
Our share of any remaining proceeds can be used to pay for property damage or, if certain requirements are met, including decommissioning the plant, toward a shortfall in the NDT fund. The owners also carry additional insurance with NEIL to help cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If significant losses were incurred at any of the nuclear plants insured under the NEIL policies, we may be subject to retrospective assessments under the current policies of approximately $3 7.4 million (our share is
$13.0 billion is provided through mandatory participation in an industry-wide retrospective assessment program. Under this retrospective assessment program, the owners of Wolf Creek are jointly and severally subject to an assessment ofup to $127.3 million (our share is $59.8 million), payable at no more than $19.0 million ( our share is $8.9 million) per incident per year per reactor for any commercial U.S. nuclear reactor qualifying incident.
$17.6 million).
Both the total and yearly assessment is subject to an inflationary adjustment every five years with the next adjustment in 2018. In addition, Congress could impose additional revenue-raising measures to pay claims. Nuclear Property and Accidental Outage Insurance The owners of Wolf Creek carry decontamination liability, nuclear property damage and premature nuclear decommissioning liability insurance for Wolf Creek totaling approximately  
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$2.8 billion. Insurance coverage for non-nuclear property damage accidents total approximately  
 
$2.3 billion. In the event of an extraordinary nuclear accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. Our share of any remaining proceeds can be used to pay for property damage or, if certain requirements are met, including decommissioning the plant, toward a shortfall in the NDT fund. The owners also carry additional insurance with NEIL to help cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If significant losses were incurred at any of the nuclear plants insured under the NEIL policies, we may be subject to retrospective assessments under the current policies of approximately  
Nuclear Insurance Considerations Although we maintain various insurance policies to provide coverage for potential losses and liabilities resulting from an accident or an extended outage, our insurance coverage may not be adequate to cover the costs that could result from a catastrophic accident or extended outage at Wolf Creek. Any substantial losses not covered by insurance, to the extent not recoverable in our prices, would have a material effect on our consolidated financial results.
$3 7.4 million ( our share is $17.6 million).
Fuel and Purchased Power Commitments To supply a portion of the fuel requirements for our power plants, the owners of Wolf Creek have entered into various contracts to obtain nuclear fuel and we have entered into various contracts to obtain coal and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments. As of December 31, 2017, our share of Wolf Creek's nuclear fuel commitments was approximately $13.4 million for uranium concentrates expiring in 2024,
107 Nuclear Insurance Considerations Although we maintain various insurance policies to provide coverage for potential losses and liabilities resulting from an accident or an extended outage, our insurance coverage may not be adequate to cover the costs that could result from a catastrophic accident or extended outage at Wolf Creek. Any substantial losses not covered by insurance, to the extent not recoverable in our prices, would have a material effect on our consolidated financial results. Fuel and Purchased Power Commitments To supply a portion of the fuel requirements for our power plants, the owners of Wolf Creek have entered into various contracts to obtain nuclear fuel and we have entered into various contracts to obtain coal and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments.
$1.9 million for conversion expiring in 2024, $83.2 million for uranium hexafluoride expiring in 2024, $69.9 million for enrichment expiring in 2027 and $31.4 million for fabrication expiring in 2025.
As of December 31, 2017, our share of Wolf Creek's nuclear fuel commitments was approximately  
As of December 31, 2017, our coal and coal transportation contract commitments under the remaining terms of the contracts were approximately $489.7 million.* The contracts are for plants that we operate.and expire at various times through 2020.
$13.4 million for uranium concentrates expiring in 2024, $1.9 million for conversion expiring in 2024, $83.2 million for uranium hexafluoride expiring in 2024, $69.9 million for enrichment expiring in 2027 and $31.4 million for fabrication expiring in 2025. As of December 31, 2017, our coal and coal transportation contract commitments under the remaining terms of the contracts were approximately  
As of December 31, 2017, our natural gas transportation contract commitments under the remaining terms of the contracts were approximately $92.6 million. The natural gas transportation contracts provide firm service to several of our natural gas burning facilities and expire at various times through 2030.
$489.7 million.*
We have power purchase agreements with the owners of nine separate wind generation facilities with installed design capabilities of approximately 1,328 MW expiring in 2028 through 2036. Each of the agreements providefor our receipt and purchase of energy produced at a fixed price per unit of output. We estimate that our annual cost of energy purchased from these wind generation facilities will be approximately $140.0 million.
The contracts are for plants that we operate.and expire at various times through 2020. As of December 31, 2017, our natural gas transportation contract commitments under the remaining terms of the contracts were approximately  
: 15. ASSET RETIREMENT OBLIGATIONS Legal Liability We have recognized legal obligations associated with the disposal oflong-lived assets that result from the acquisition, construction, development or normal operation of such assets. Concurrent with the recognition of the liability, the estimated cost of the ARO is capitalized and depreciated over the remaining life of the asset. We estimate our AROs based on the fair value of the AROs we incurred at the time the related long-lived assets were either acquired, placed in service or when regulations establishing the obligation became effective. The recording of AROs for regulated operations has no income statement impact due to the deferral of the adjustments through the establishment of a regulatory asset or an offset to a regulatory liability.
$92.6 million. The natural gas transportation contracts provide firm service to several of our natural gas burning facilities and expire at various times through 2030. We have power purchase agreements with the owners of nine separate wind generation facilities with installed design capabilities of approximately 1,328 MW expiring in 2028 through 2036. Each of the agreements providefor our receipt and purchase of energy produced at a fixed price per unit of output. We estimate that our annual cost of energy purchased from these wind generation facilities will be approximately  
We initially recorded AROs at fair value for the estimated cost to decommission Wolf Creek (KGE 's 4 7% share), retire our wind generation facilities, dispose of asbestos insulating material at our power plants, remediate ash disposal ponds, close ash landfills and dispose of polychlorinated biphenyl (PCB)-contaminated oil. ARO refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement may be conditional on a future event that may or may not be within the control of the entity. In determining our AROs, we make assumptions regarding probable future disposal costs. A change in these assumptions could have significant impact on the AROs reflected on our consolidated balance sheet.
$140.0 million. 15. ASSET RETIREMENT OBLIGATIONS Legal Liability We have recognized legal obligations associated with the disposal oflong-lived assets that result from the acquisition, construction, development or normal operation of such assets. Concurrent with the recognition of the liability, the estimated cost of the ARO is capitalized and depreciated over the remaining life of the asset. We estimate our AR Os based on the fair value of the AROs we incurred at the time the related long-lived assets were either acquired, placed in service or when regulations establishing the obligation became effective.
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The recording of AROs for regulated operations has no income statement impact due to the deferral of the adjustments through the establishment of a regulatory asset or an offset to a regulatory liability.
 
We initially recorded AR Os at fair value for the estimated cost to decommission Wolf Creek (KGE 's 4 7% share), retire our wind generation facilities, dispose of asbestos insulating material at our power plants, remediate ash disposal ponds, close ash landfills and dispose of polychlorinated bi phenyl (PCB)-contaminated oil. ARO refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement may be conditional on a future event that may or may not be within the control of the entity. In determining our AR Os, we make assumptions regarding probable future disposal costs. A change in these assumptions could have significant impact on the AROs reflected on our consolidated balance sheet. 108 The following table summarizes our legal AROs included on our consolidated balance sheets. As of December 31, 2017 2016 (In Thousands)
The following table summarizes our legal AROs included on our consolidated balance sheets.
Beginning balance*****************************************:****;:*******:-
As of December 31, 2017           2016 (In Thousands)
.. -$--, 3-i-3,-9-51-.
Beginning balance*****************************************:****;:*******:-.. -$--,3-i-3,-9-51-.               27{,i85 Increase in ARO liabilities ........ .....................................                     13,471 Liabilities settled ............................... :.... ,... , ..... ,.. ,......... ,..     (16,026)         (~,372)
27{,i85 Increase in ARO liabilities  
Accretion expense ......................................................... .                 16,940           14,165 Revision to nuclear decommissioning ARO liability .... .           ',,
........ .....................................
19,377.
13,471 Liabilities settled ...............................  
Revisions in estimated cash flows ................................. .                         47,405           39,873 Ending balance ................................ :**********:***,,:.,.: .... :.:.. * $       405,11? *$       323,951 Less: amount included in other current liabilities ......... .                                 25,129 Long-term AROs ****************************************'.************::.. , .. -$-,- - - - - $
: .... , ... , ..... , .. , ......... , .. (16,026) (~,372) .. Accretion expense ......................................................... . 16,940 14,165 Revision to nuclear decommissioning ARO liability  
379,989.        323,951
.... . 19,377. ',, , .. Revisions in estimated cash flows ................................. . 47,405 39,873 Ending balance ................................  
                                                                                                                            ======
:**********:***,,:.,.:  
Wolf Creek filed a nuclear decommissioning cost study with the KCC in 2017. As a result of the study, we recorded a
.... :.: .. * $ 405,11? *$ 323,951 Less: amount included in other current liabilities  
$19 .4 million increase in. our ARO to reflect revisions to the estimated costs to decommission Wolf Creek. In addition, we increased our AROs for asbestos by $28.8 million and recorded a new ARO liability of approximately $13.5 million related to Western Plains Wind Farm. In 2016, we increased our ARO by $39.9 million to recognize costs associated with closure and post-closure of ash disposal ponds in response to the EPAs rule to regulate CCRs. See Note 14, "Commitments and Contingencies - Regulation of Coal Combustion Residuals," for additional information on the CCR rule.
......... . 25,129 379,989. $ 323,951 Long-term AROs ****************************************'.************::  
We have an obligation to retire our wind generation facilities and remove the foundations. The ARO related to our owned wind generation facilities was determined based upon the date each wind generation facility was constructed.
.. , .. -$-, -----====== Wolf Creek filed a nuclear decommissioning cost study with the KCC in 2017. As a result of the study, we recorded a $19 .4 million increase in. our ARO to reflect revisions to the estimated costs to decommission Wolf Creek. In addition, we increased our AROs for asbestos by $28.8 million and recorded a new ARO liability of approximately  
The initial retirement obligation related to asbestos disposal was recorded in 1990, the date when the EPA published the "National Emission Standards for Hazardous Air Pollutants: Asbestos NESHAP Revision; Final Rule."
$13.5 million related to Western Plains Wind Farm. In 2016, we increased our ARO by $39.9 million to recognize costs associated with closure and post-closure of ash disposal ponds in response to the EPAs rule to regulate CCRs. See Note 14, "Commitments and Contingencies  
We operate, as permitted by the state of Kansas, ash landfills and ash disposal ponds at several of our, power plants.
-Regulation of Coal Combustion Residuals," for additional information on the CCR rule. We have an obligation to retire our wind generation facilities and remove the foundations.
The retirement obligations for the ash landfills and ash disposal ponds were determined based upon the date each landfill was originally placed in service.
The ARO related to our owned wind generation facilities was determined based upon the date each wind generation facility was constructed.
PCB-contaminated oil is contained within company electrical equipment, primarily transformers. The PCB retirement obligation was determined based upon the PCB regulations that originally became effective in 1978.
The initial retirement obligation related to asbestos disposal was recorded in 1990, the date when the EPA published the "National Emission Standards for Hazardous Air Pollutants:
Non-Legal Liability- Cost of Removal We collect in our prices the costs.to dispose of plant assets that do not represent legal retirement obligations. As of December 31, 2017, we had $30.8 million in amounts spent, but not yet collected, for removal costs classified as a regulatory asset. As of December 31, 2016, we had $5. 7 million in amounts collected, but not yet spent, for removal costs classified as a regulatory liability.
Asbestos NESHAP Revision; Final Rule." We operate, as permitted by the state of Kansas, ash landfills and ash disposal ponds at several of our, power plants. The retirement obligations for the ash landfills and ash disposal ponds were determined based upon the date each landfill was originally placed in service. ' ' PCB-contaminated oil is contained within company electrical equipment, primarily transformers.
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The PCB retirement obligation was determined based upon the PCB regulations that originally became effective in 1978. Non-Legal Liability-Cost of Removal We collect in our prices the costs.to dispose of plant assets that do not represent legal retirement obligations.
: 16. LEGAL PROCEEDINGS We and our subsidiaries are involved in various legal, environmental and regulatory proceedings. We believe that adequate provisions have been made and accordingly believe that the ultimate disposition of such matters will not have a material effect on our consolidated financial results. See Notes 4 and 14, "Rate Matters and Regulation" and "Commitments and Contingencies," for additional information.
As of December 31, 2017, we had $30.8 million in amounts spent, but not yet collected, for removal costs classified as a regulatory asset. As of December 31, 2016, we had $5. 7 million in amounts collected, but not yet spent, for removal costs classified as a regulatory liability.
Pending Merger Following the announcement of the original merger agreement in May 2016, two putative class action petitions (which were consolidated and superseded by a consolidated class action petition) and one putative derivative petition challenging the original merger were filed in the District Court of Shawnee County, Kansas. In September 2016, the plaintiff~ in both actions agreed in principle to dismiss the actions in exchange for our agreement to make supplemental disclosures to shareholders in connection with the original merger agreement and grant waivers of the prohibition on requesting a waiver of the standstill provisions in the confidentiality and standstill agreements executed by the bidders that participated in a sale process that was conducted as part of the original merger agreement. As described below, after the announcement of the revised merger agreement, the plaintiffs in the consolidated putative class action moved to amend their petition, and the plaintiff in the putative derivative case refiled his petition.
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The consolidated putative class action petition, originally filed July 25, 2016, is captioned In re Westar Energy, Inc.
: 16. LEGAL PROCEEDINGS We and our subsidiaries are involved in various legal, environmental and regulatory proceedings.
Stockholder Litigation, Case No. 20 l 6-CV-00045.7. This petition named as defendants Westar Energy, the members of our board of directors and Great Plains Energy.
We believe that adequate provisions have been made and accordingly believe that the ultimate disposition of such matters will not have a material effect on our consolidated financial results. See Notes 4 and 14, "Rate Matters and Regulation" and "Commitments and Contingencies," for additional information.
On September 25, 2017, the lead plaintiff filed a motion for leave to amend her class action petition and attached an amended petition. The petition as amended now includes an additional plaintiff. The petition challenges the revised proposed merger and alleges a claim of breach of fiduciary duty against our board of directors and a claim of aiding and abetting that alleged breach against us and Great Plains Energy. The lawsuit seeks injunctive relief declaring the action maintainable as a class action and certifying that the plaintiffs are the class representatives; preliminarily and permanently enjoining the defendants from closing the merger unless we implement a procedure to obtain a merger agreement providing fair and reasonable terms and consideration to the plaintiffs and the class; rescinding the merger agreement or granting the plaintiffs and the class rescissory damages; directing our board of directors to account to the plaintiffs and the class for damages suffered as a result of the alleged breach of fiduciary duty; awarding the plaintiffs reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other equitable relief as the court deems proper. The petition alleges inadequacies in our joint proxy statement concerning the revised proposed transaction and the degree to which our board of directors solicited or considered offers from prior bidders after the proposed original merger was denied by the KCC, and claims that the consideration our stockholders stand to receive in connection with the revised proposed transaction is unfair.
Pending Merger Following the announcement of the original merger agreement in May 2016, two putative class action petitions (which were consolidated and superseded by a consolidated class action petition) and one putative derivative petition challenging the original merger were filed in the District Court of Shawnee County, Kansas. In September 2016, the plaintiff~
Plaintiffs have added two new defendants, Monarch Energy Holding, Inc. and King Energy, Inc., whom they allege aided and abetted our board of directors in breaching their fiduciary duties.
in both actions agreed in principle to dismiss the actions in exchange for our agreement to make supplemental disclosures to shareholders in connection with the original merger agreement and grant waivers of the prohibition on requesting a waiver of the standstill provisions in the confidentiality and standstill agreements executed by the bidders that participated in a sale process that was conducted as part of the original merger agreement.
On October 18, 2017, the putative derivative petition, captioned Braunstein v. Chandler et al., Case No. 20 l 7-CV-000692, was re-filed in the District Court of Shawnee County, Kansas. This putative derivative action names as defendants the members of our board of directors, Great Plains Energy, and subsidiaries of Great Plains Energy, with Westar Energy named as a nominal defendant. The petition asserts that the members of our board of directors breached their fiduciary duties to our shareholders in connection with actions taken after the KCC rejected the proposed original merger. It also asserts that Great Plains Energy and subsidiaries of Great Plains Energy aided and abetted such breaches of fiduciary duties. The petition alleges, among other things, that the members of our board of directors failed to obtain the best possible price for our shareholders because of a flawed process that discouraged third parties from submitting potentially superior proposals, and that members of our board of directors committed waste by not collecting termination fees that may have been payable following the KCC's rejection of the original merger agreement. The petition seeks, among other remedies, an order enjoining the merger on the terms proposed and directing that the director defendants exercise their fiduciary duties to obtain a transaction, which is in the best interests ofus and our shareholders, a declaration that the proposed merger was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable, rescission of the merger agreement if consummated, the imposition of a constructive trust in favor of the plaintiff, on behalf ofus, upon any benefits improperly received by the named defendants as a result of their wrongful conduct, and an award for costs, including attorneys' fees and experts' fees.
As described below, after the announcement of the revised merger agreement, the plaintiffs in the consolidated putative class action moved to amend their petition, and the plaintiff in the putative derivative case refiled his petition.
In addition, on September 21, 2017, a putative class action lawsuit was filed in the United States District Court for the District of Kansas, captioned David Pill v. Westar Energy, Inc. et al, Civil Action No. 17-4086. The federal class action complaint challenges the merger and alleges violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act). The complaint seeks an order declaring that the action is maintainable as a class action and 110
The consolidated putative class action petition, originally filed July 25, 2016, is captioned In re Westar Energy, Inc. Stockholder Litigation, Case No. 20 l 6-CV-00045.7.
 
This petition named as defendants Westar Energy, the members of our board of directors and Great Plains Energy. On September 25, 2017, the lead plaintiff filed a motion for leave to amend her class action petition and attached an amended petition.
certifying that the plaintiff is the class representative; preliminarily and permanently enjoining defendants from consummating the mergers or, if consummated, setting them aside and awarding rescissory damages; directing the defendants to file a registration statement on Form S-4 that corrects alleged misstatements; directing our board of directors to account to plaintiff and the class for their damages; awarding reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other further relief as the court deems proper.
The petition as amended now includes an additional plaintiff.
On October 6, 2017, another putative class action lawsuit was filed in the United States District Court for the District of Kansas, captioned Robert L. Reese v. Westar Energy, Inc. et al, Civil Action No. 2:17-cv-02584. This federal class action complaint challenges the proposed merger and alleges violations of sections 14(a) and 20( a) of the Exchange Act. The complaint seeks an order enjoining the board and other parties from proceeding with, consummating, or closing the merger or, if consummated, setting it aside and awarding rescissory damages; directing the board to disseminate a registration statement that corrects alleged misstatements and includes all material facts the plaintiff asserts are missing; declaring that the defendants violated sections 14.(a) and 20(a) of the Exchange Act and Rule 14a-9; awarding reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other equitable relief as the court deems proper.
The petition challenges the revised proposed merger and alleges a claim of breach of fiduciary duty against our board of directors and a claim of aiding and abetting that alleged breach against us and Great Plains Energy. The lawsuit seeks injunctive relief declaring the action maintainable as a class action and certifying that the plaintiffs are the class representatives; preliminarily and permanently enjoining the defendants from closing the merger unless we implement a procedure to obtain a merger agreement providing fair and reasonable terms and consideration to the plaintiffs and the class; rescinding the merger agreement or granting the plaintiffs and the class rescissory damages; directing our board of directors to account to the plaintiffs and the class for damages suffered as a result of the alleged breach of fiduciary duty; awarding the plaintiffs reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other equitable relief as the court deems proper. The petition alleges inadequacies in our joint proxy statement concerning the revised proposed transaction and the degree to which our board of directors solicited or considered offers from prior bidders after the proposed original merger was denied by the KCC, and claims that the consideration our stockholders stand to receive in connection with the revised proposed transaction is unfair. Plaintiffs have added two new defendants, Monarch Energy Holding, Inc. and King Energy, Inc., whom they allege aided and abetted our board of directors in breaching their fiduciary duties. On October 18, 2017, the putative derivative petition, captioned Braunstein  
On November 16, 2017, the parties in each of the actions independently agreed to withdraw requests for injunctive relief and otherwise agreed in principle to dismissing the actions with prejudice and to providing releases, in exchange for the supplemental disclosures that we filed in a Form 8-K on November 16, 2017. These agreements do not constitute any admission by any of the defendants as to the merits of any claims. In the future, the parties will prepare and present to the court for approval Stipulations of Settlement that will, if accepted by the court, settle the actions in their entirety. The outcome of litigation is inherently uncertain. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger closes may adversely affect the combined company's business, financial condition or results of operation.
: v. Chandler et al., Case No. 20 l 7-CV-000692, was re-filed in the District Court of Shawnee County, Kansas. This putative derivative action names as defendants the members of our board of directors, Great Plains Energy, and subsidiaries of Great Plains Energy, with Westar Energy named as a nominal defendant.
The petition asserts that the members of our board of directors breached their fiduciary duties to our shareholders in connection with actions taken after the KCC rejected the proposed original merger. It also asserts that Great Plains Energy and subsidiaries of Great Plains Energy aided and abetted such breaches of fiduciary duties. The petition alleges, among other things, that the members of our board of directors failed to obtain the best possible price for our shareholders because of a flawed process that discouraged third parties from submitting potentially superior proposals, and that members of our board of directors committed waste by not collecting termination fees that may have been payable following the KCC's rejection of the original merger agreement.
The petition seeks, among other remedies, an order enjoining the merger on the terms proposed and directing that the director defendants exercise their fiduciary duties to obtain a transaction, which is in the best interests ofus and our shareholders, a declaration that the proposed merger was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable, rescission of the merger agreement if consummated, the imposition of a constructive trust in favor of the plaintiff, on behalf ofus, upon any benefits improperly received by the named defendants as a result of their wrongful conduct, and an award for costs, including attorneys' fees and experts' fees. In addition, on September 21, 2017, a putative class action lawsuit was filed in the United States District Court for the District of Kansas, captioned David Pill v. Westar Energy, Inc. et al, Civil Action No. 17-4086. The federal class action complaint challenges the merger and alleges violations of sections 14( a) and 20( a) of the Securities Exchange Act of 1934, as amended (Exchange Act). The complaint seeks an order declaring that the action is maintainable as a class action and 110 certifying that the plaintiff is the class representative; preliminarily and permanently enjoining defendants from consummating the mergers or, if consummated, setting them aside and awarding rescissory damages; directing the defendants to file a registration statement on Form S-4 that corrects alleged misstatements; directing our board of directors to account to plaintiff and the class for their damages; awarding reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other further relief as the court deems proper. On October 6, 2017, another putative class action lawsuit was filed in the United States District Court for the District of Kansas, captioned Robert L. Reese v. Westar Energy, Inc. et al, Civil Action No. 2:17-cv-02584.
This federal class action complaint challenges the proposed merger and alleges violations of sections 14( a) and 20( a) of the Exchange Act. The complaint seeks an order enjoining the board and other parties from proceeding with, consummating, or closing the merger or, if consummated, setting it aside and awarding rescissory damages; directing the board to disseminate a registration statement that corrects alleged misstatements and includes all material facts the plaintiff asserts are missing; declaring that the defendants violated sections 14.(a) and 20(a) of the Exchange Act and Rule 14a-9; awarding reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other equitable relief as the court deems proper. On November 16, 2017, the parties in each of the actions independently agreed to withdraw requests for injunctive relief and otherwise agreed in principle to dismissing the actions with prejudice and to providing releases, in exchange for the supplemental disclosures that we filed in a Form 8-K on November 16, 2017. These agreements do not constitute any admission by any of the defendants as to the merits of any claims. In the future, the parties will prepare and present to the court for approval Stipulations of Settlement that will, if accepted by the court, settle the actions in their entirety.
The outcome of litigation is inherently uncertain.
The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger closes may adversely affect the combined company's business, financial condition or results of operation.  
: 17. COMMON STOCK General Westar Energy's Restated Articles of Incorporation, as amended, provide for 275.0 million authorized shares of common stock. As of December 31, 2017 and 2016, Westar Energy had issued 142.1 million shares and 141.8 million shares, respectively.
: 17. COMMON STOCK General Westar Energy's Restated Articles of Incorporation, as amended, provide for 275.0 million authorized shares of common stock. As of December 31, 2017 and 2016, Westar Energy had issued 142.1 million shares and 141.8 million shares, respectively.
Westar Energy has a direct stock purchase plan (DSPP). Shares of common stock sold pursuant to the DSPP may be either original issue shares or shares purchased in the open market. During 2017 and 2016, Westar Energy issued 0.4 million shares through the DSPP and other stock-based plans operated under the long-term incentive and share award plan. As of December 31, 2017 and 2016, a total of0.9 million shares and 1.0 million shares, respectively, were available under the DSPP registration statement.
Westar Energy has a direct stock purchase plan (DSPP). Shares of common stock sold pursuant to the DSPP may be either original issue shares or shares purchased in the open market. During 2017 and 2016, Westar Energy issued 0.4 million shares through the DSPP and other stock-based plans operated under the long-term incentive and share award plan. As of December 31, 2017 and 2016, a total of0.9 million shares and 1.0 million shares, respectively, were available under the DSPP registration statement.
Issuances In March 2013, Westar Energy entered into a three-year sales agency financing agreement and master forward sale agreement with a bank. Both agreements expired in March 2016. The maximum amount that Westar Energy could have offered and sold under the master agreement was the lesser of an aggregate of $500.0 million or approximately 25.0 million shares, subject to adjustment for share splits, share combinations and share dividends.
Issuances In March 2013, Westar Energy entered into a three-year sales agency financing agreement and master forward sale agreement with a bank. Both agreements expired in March 2016. The maximum amount that Westar Energy could have offered and sold under the master agreement was the lesser of an aggregate of $500.0 million or approximately 25.0 million shares, subject to adjustment for share splits, share combinations and share dividends. Under the terms of the sales agency financing agreement, Westar Energy could have offered and sold shares of its common stock from time to time. The agent received a commission equal to 1% of the sales price of all shares sold under the agreements. In 2015, we settled 9.2 million shares for a physical settlement of approximately $254.6 million.
Under the terms of the sales agency financing agreement, Westar Energy could have offered and sold shares of its common stock from time to time. The agent received a commission equal to 1 % of the sales price of all shares sold under the agreements.
The forward sale transactions were entered into at market prices; therefore, the forward sale agreements had no initial fair value. Westar Energy did not receive any proceeds from the sale of common stock under the forward sale agreements until transactions were settled. Westar Energy settled the forward sale transactions through physical share settlement and recorded the forward sale agreements within equity. The shares under the forward sale agreements were initially priced when the transactions were entered into and were subject to certain fixed pricing adjustments during the term of the agreements. The net proceeds from the forward sale transactions represent the prices established by the forward sale agreements applicable to the time periods in which physical settlement occurred.
In 2015, we settled 9.2 million shares for a physical settlement of approximately  
$254.6 million. The forward sale transactions were entered into at market prices; therefore, the forward sale agreements had no initial fair value. Westar Energy did not receive any proceeds from the sale of common stock under the forward sale agreements until transactions were settled. Westar Energy settled the forward sale transactions through physical share settlement and recorded the forward sale agreements within equity. The shares under the forward sale agreements were initially priced when the transactions were entered into and were subject to certain fixed pricing adjustments during the term of the agreements.
The net proceeds from the forward sale transactions represent the prices established by the forward sale agreements applicable to the time periods in which physical settlement occurred.
Westar Energy used the proceeds from the transactions described above to repay short-term borrowings, with such borrowed amounts principally used for investments in capital equipment, as well as for working capital and general corporate purposes.
Westar Energy used the proceeds from the transactions described above to repay short-term borrowings, with such borrowed amounts principally used for investments in capital equipment, as well as for working capital and general corporate purposes.
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: 18. VARIABLE INTEREST ENTITIES In determining the primary beneficiary of a VIE, we assess the entity's purpose and design, including the nature of the entity's activities and the risks that the entity was designed to create and pass through to its variable interest holders. A reporting enterprise is deemed to be the primary beneficiary of a VIE if it has (a) the power to direct the activities of the VIE that most significantly impact the VIE 's economic performance and (b) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. The trust holding our 50% interest in La Cygne unit 2 is a VIE. The trust holding our 8% interest in Jeffrey Energy Center was a VIE until the expiration of a purchase option in July 2017. We remain the primary beneficiary of the trust holding our 50% interest in La Cygne unit 2. We assess all entities with which we become involved to determine whether such entities are VIEs and, if so, whether or not we are the primary beneficiary of the entities.
: 18. VARIABLE INTEREST ENTITIES In determining the primary beneficiary of a VIE, we assess the entity's purpose and design, including the nature of the entity's activities and the risks that the entity was designed to create and pass through to its variable interest holders. A reporting enterprise is deemed to be the primary beneficiary of a VIE if it has (a) the power to direct the activities of the VIE that most significantly impact the VIE 's economic performance and (b) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. The trust holding our 50% interest in La Cygne unit 2 is a VIE. The trust holding our 8% interest in Jeffrey Energy Center was a VIE until the expiration of a purchase option in July 2017. We remain the primary beneficiary of the trust holding our 50% interest in La Cygne unit 2.
We also continuously assess whether we are the primary beneficiary of the VIE with which we are involved.
We assess all entities with which we become involved to determine whether such entities are VIEs and, if so, whether or not we are the primary beneficiary of the entities. We also continuously assess whether we are the primary beneficiary of the VIE with which we are involved. Prospective changes in facts and circumstances may cause us to reconsider our determination as it relates to the identification of the primary beneficiary.
Prospective changes in facts and circumstances may cause us to reconsider our determination as it relates to the identification of the primary beneficiary.
8% Interest in Jeffrey Energy Center Under an agreement that expires in January 2019, we lease an 8% interest in JEC from a trust. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 8% interest in JEC and lease it to a third party, and does not hold any other assets. We met the requirements to be considered the primary beneficiary of the trust until July 2017, when a contractual option to purchase the 8% interest in the plant covered by the lease expired. Accordingly, we deconsolidated the trust in the third quarter of 2017.
8% Interest in Jeffrey Energy Center Under an agreement that expires in January 2019, we lease an 8% interest in JEC from a trust. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 8% interest in JEC and lease it to a third party, and does not hold any other assets. We met the requirements to be considered the primary beneficiary of the trust until July 2017, when a contractual option to purchase the 8% interest in the plant covered by the lease expired. Accordingly, we deconsolidated the trust in the third quarter of 2017. In determining the primary beneficiary of the trust, we concluded at the inception of the lease that the activities of the trust that most significantly impacted its economic performance and that we had the power to direct included (1) the operation and maintenance of the 8% interest in JEC, (2) our ability to exercise an option that expired in July 2017 to purchase the plant at the end of the agreement at the lesser of fair value or a fixed amount and (3) our option to require refinancing of the trust's debt. We had the potential to receive benefits from the trust that could potentially be significant if the fair value of the 8% interest in JEC at the end of the agreement was greater than the fixed amount. The possibility oflower interest rates upon refinancing the debt also created the potential for us to receive significant benefits.
In determining the primary beneficiary of the trust, we concluded at the inception of the lease that the activities of the trust that most significantly impacted its economic performance and that we had the power to direct included (1) the operation and maintenance of the 8% interest in JEC, (2) our ability to exercise an option that expired in July 2017 to purchase the plant at the end of the agreement at the lesser of fair value or a fixed amount and (3) our option to require refinancing of the trust's debt. We had the potential to receive benefits from the trust that could potentially be significant if the fair value of the 8%
50% Interest in La Cygne Unit 2 Under an agreement that expires in September 2029, KGE entered into a sale-leaseback transaction with a trust under which the trust purchased KGE's 50% interest in La Cygne unit 2 and subsequently leased it back to KGE. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 50% interest in La Cygne unit 2 and lease it back to KGE, and does not hold any other assets. We meet the requirements to be considered the primary beneficiary of the trust. In determining the primary beneficiary of the trust, we concluded that the activities of the trust that most significantly impact its economic performance and that we have the power to. direct include (1) the operation and maintenance of the 50% interest in La Cygne unit 2 and (2) our ability to exercise a purchase option at the end of the agreement at the lesser of fair value or a fixed amount. We have the potential to receive benefits from the trust that could potentially be significant if the fair value of the 50% interest in La Cygne unit 2 at the end of the agreement is greater than the fixed amount. 112
interest in JEC at the end of the agreement was greater than the fixed amount. The possibility oflower interest rates upon refinancing the debt also created the potential for us to receive significant benefits.
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50% Interest in La Cygne Unit 2 Under an agreement that expires in September 2029, KGE entered into a sale-leaseback transaction with a trust under which the trust purchased KGE's 50% interest in La Cygne unit 2 and subsequently leased it back to KGE. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 50% interest in La Cygne unit 2 and lease it back to KGE, and does not hold any other assets. We meet the requirements to be considered the primary beneficiary of the trust. In determining the primary beneficiary of the trust, we concluded that the activities of the trust that most significantly impact its economic performance and that we have the power to.
-Financial Statement Impact We have recorded the following assets and liabilities on our consolidated balance sheets related to the VIEs described above. As of December 31, 2017 2016 (In Thousands)
direct include (1) the operation and maintenance of the 50% interest in La Cygne unit 2 and (2) our ability to exercise a purchase option at the end of the agreement at the lesser of fair value or a fixed amount. We have the potential to receive benefits from the trust that could potentially be significant if the fair value of the 50% interest in La Cygne unit 2 at the end of the agreement is greater than the fixed amount.
Assets: Property, plant and equipment of variable interest entities, net........  
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$ Regulatory assets (a) ........................................................................ . Liabilities:
 
Current maturities of long-term debt of variable interest entities.....  
Financial Statement Impact We have recorded the following assets and liabilities on our consolidated balance sheets related to the VIEs described above.
$ Accrued interest (b) ......................................................................... . Long-term debt of variable interest entities, net.. ............................ . 176,279 $ 28,534 $ 659 81,433 (a) Included in long-term regulatory assets on our consolidated balance sheets. (b) Included in accrued interest on our consolidated balance sheets. 257,904 10,396 26,842 867 111,209 All of the liabilities noted in the table above relate to the purchase of the property, plant and equipment.
As of December 31, 2017          2016 (In Thousands)
The assets of the VIEs can be used only to settle obligations of the VIEs and the VIEs' debt holders have no recourse to our general credit. We have not provided financial or other support to the VIEs and are not required to provide such support. We did not record any gain or loss upon initial consolidation of the VIEs. 19. LEASES Operating Leases We lease office buildings, computer equipment, vehicles, railcars and other property and equipment.
Assets:
In determining lease expense, we recognize the effects of scheduled rent increases on a straight-line basis over the minimum lease term. Rental expense and estimated future commitments under operating leases are as follows. Year Ended December 31, Rental expense: Total Operating Leases (In Thousands) 2015 ......................................................  
Property, plant and equipment of variable interest entities, net........ $                             176,279  $    257,904 Regulatory assets (a) ........................................................................ .                       10,396 Liabilities:
$ 14,035 13,563 15,661 2016 ..................................................... . 2017 ..................................................... . Future commitments:
Current maturities of long-term debt of variable interest entities..... $                               28,534  $      26,842 Accrued interest (b) ......................................................................... .           659            867 Long-term debt of variable interest entities, net.. ............................ .                     81,433       111,209 (a) Included in long-term regulatory assets on our consolidated balance sheets.
2018......................................................  
(b) Included in accrued interest on our consolidated balance sheets.
$ 18,132 2019......................................................
All of the liabilities noted in the table above relate to the purchase of the property, plant and equipment. The assets of the VIEs can be used only to settle obligations of the VIEs and the VIEs' debt holders have no recourse to our general credit.
13,263 2020......................................................
We have not provided financial or other support to the VIEs and are not required to provide such support. We did not record any gain or loss upon initial consolidation of the VIEs.
9,411 2021......................................................
: 19. LEASES Operating Leases We lease office buildings, computer equipment, vehicles, railcars and other property and equipment. In determining lease expense, we recognize the effects of scheduled rent increases on a straight-line basis over the minimum lease term.
7,448 2022......................................................
Rental expense and estimated future commitments under operating leases are as follows.
4,505 Thereafter.............................................
Total Operating Year Ended December 31,                                                   Leases (In Thousands)
5,900 Total future commitments................  
Rental expense:
$ 58,659 ====== 113 Capital Leases We identify capital leases based on defined criteria.
2015 ......................................................     $           14,035 2016 ..................................................... .               13,563 2017 ..................................................... .               15,661 Future commitments:
For both vehicles and computer equipment, new leases are signed each month based on the terms of master lease agreements.
2018......................................................     $           18,132 2019......................................................                 13,263 2020......................................................                   9,411 2021......................................................                   7,448 2022......................................................                   4,505 Thereafter.............................................                       5,900 Total future commitments................                     $           58,659
Assets recorded under capital leases are listed below. As ofDecember 31, 2017 2016 (In Thousands)
                                                                                                      ======
Vehicles .....................................................  
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$ 19,679 $ 15,595 Computer equipment  
 
................................ . 924 1,073 Generation plant ....................................... . 40,048 40,048 Accumulated amortization  
Capital Leases We identify capital leases based on defined criteria. For both vehicles and computer equipment, new leases are signed each month based on the terms of master lease agreements.
....................... . (17,091) (13,542) ------Total capital leases................................  
Assets recorded under capital leases are listed below.
$ 43,560 $ 43,174 ====== Capital leases are treated as operating leases for rate making purposes.
As ofDecember 31, 2017                     2016 (In Thousands)
Minimum annual rental payments, excluding administrative costs such as property taxes, insurance and maintenance, under capital leases are listed below. Year Ended December 31, 2018 ...................................................................................................... . 2019 *******************************************************************************************************
Vehicles ..................................................... $                 19,679 $                 15,595 Computer equipment ................................ .                                 924                 1,073 Generation plant ....................................... .                       40,048                   40,048 Accumulated amortization ....................... .                             (17,091)                 (13,542)
2020 ...................................................................................................... . 2021 ...................................................................................................... . 2022 ...................................................................................................... . Thereafter  
Total capital leases................................ $                       43,560 $
............................................................................................. . Amounts representing imputed interest..  
                                                                                                                          ------    43,174
.............................................. . Present value of net minimum lease payments under capital leases .... . Less: Current portion ............................................................................ . Total Capital Leases (In Thousands)
                                                                                                                          ======
$ 6,433 5,856 5,213 4,699 4,092 49,811 76,104 (27,434) 48,670 3,809 Total long-term obligation under capital leases.....................................  
Capital leases are treated as operating leases for rate making purposes. Minimum annual rental payments, excluding administrative costs such as property taxes, insurance and maintenance, under capital leases are listed below.
$ 44,861 ====== 114
Total Capital Year Ended December 31,                                                                                             Leases (In Thousands) 2018 ...................................................................................................... . $          6,433 2019 *******************************************************************************************************             5,856 2020 ...................................................................................................... .             5,213 2021 ...................................................................................................... .             4,699 2022 ...................................................................................................... .             4,092 Thereafter ............................................................................................. .             49,811 76,104 Amounts representing imputed interest.. .............................................. .                               (27,434)
Present value of net minimum lease payments under capital leases .... .                                                 48,670 Less: Current portion ............................................................................ .                     3,809 Total long-term obligation under capital leases.....................................                         $        44,861
                                                                                                                                  ======
114
: 20. QUARTERLY RESULTS (UNAUDITED)
: 20. QUARTERLY RESULTS (UNAUDITED)
Our business is seasonal in nature and, in our opinion, comparisons between the quarters of a year do not give a true indication of overall trends and changes in operations.
Our business is seasonal in nature and, in our opinion, comparisons between the quarters of a year do not give a true indication of overall trends and changes in operations.
2017 Revenues (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Net income (a) ........................................................ . Net income attributable to Westar Energy, Inc. (a) .. Per Share Data (a): Basic: Earnings available  
2017                                                                           First            Second          Third          Fourth (In Thousands, Except Per Share Amounts)
..........................................  
Revenues (a) ............................................................ $     572,574      $    609,321  $    794,327  $    594,781 Net income (a) ........................................................ .         63,482            76,039        160,724        36,306 Net income attributable to Westar Energy, Inc. (a) ..                             59,661            72,065        158,306        33,888 Per Share Data (a):
$ Diluted: Earnings available..........................................  
Basic:
$ Cash dividend declared per common share.............  
Earnings available .......................................... $               0.42    $        0.50  $        1.11 $        0.24 Diluted:
$ Market price per common share: High ..................................................  
Earnings available.......................................... $                 0.42    $        0.50  $        1.11 $        0.24 Cash dividend declared per common share............. $                               0.40    $        0.40  $        0.40 $        0.40 Market price per common share:
: .................  
High .................................................. :................. $     56.60    $      55.12  $        53.49  $        57.32 Low ..................................................................... $     52.16     $       50.35 $       49.20 $       49.95 (a)   Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year.
$ Low .....................................................................  
2016                                                                           First           , Second         Third         Fourth (In Thousands, Except Per Share Amounts)
$ First Second Third (In Thousands, Except Per Share Amounts) 572,574 $ 63,482 59,661 0.42 $ 0.42 $ 0.40 $ 56.60 $ 52.16 $ 609,321 $ 76,039 72,065 0.50 $ 0.50 $ 0.40 $ 55.12 $ 50.35 $ 794,327 $ 160,724 158,306 1.11 $ 1.11 $ 0.40 $ 53.49 $ 49.20 $ Fourth 594,781 36,306 33,888 0.24 0.24 0.40 57.32 49.95 (a) Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year. 2016 First , Second Third Fourth (In Thousands, Except Per Share Amounts) Revenues (a) ............................................................  
Revenues (a) ............................................................ $     569,450     $     621,448 $     764,654 $     606,535 Net income (a) .........................................................           68,708           76,144         158,553         57,795 Net income attributable to Westar Energy, Inc. (a)..                               65,585           72,340         154,720         53,932 Per Share Data (a):
$ 569,450 $ 621,448 $ 764,654 $ 606,535 Net income (a) .........................................................
Basic:
68,708 76,144 158,553 57,795 Net income attributable to Westar Energy, Inc. (a) .. 65,585 72,340 154,720 53,932 Per Share Data (a): Basic: Earnings available  
Earnings available .......................................... $               0.46   $         0.51 $         1.09 $         0.38 Diluted:
..........................................  
Earnings available .......................................... $               0.46   $         0.51 $         1.08 $         0.38 Cash dividend declared per common share ............. $                               0.38   $         0.38 $         0.38 $         0.38 Market price per common share:
$ 0.46 $ 0.51 $ 1.09 $ 0.38 Diluted: Earnings available  
High .................................................................... $     50.38   $       57.25 $       56.95 $       57.50 Low ..................................................................... $     40.01   $       48.92 $       52.52 $       54.41 (a)   Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year.
..........................................  
115
$ 0.46 $ 0.51 $ 1.08 $ 0.38 Cash dividend declared per common share .............  
 
$ 0.38 $ 0.38 $ 0.38 $ 0.38 Market price per common share: High ....................................................................  
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
$ 50.38 $ 57.25 $ 56.95 $ 57.50 Low .....................................................................  
ITEM 9A. CONTROLS AND PROCEDURES We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In addition, the disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports under the Exchange Act is accumulated and communicated to management, including the chief executive officer and the chief financial officer, allowing timely decisions regarding required disclosure. As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of management, including the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures, the chief executive officer and the chief financial officer have concluded that our disclosure controls and piocedures were effective.
$ 40.01 $ 48.92 $ 52.52 $ 54.41 (a) Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year. 115 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In addition, the disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports under the Exchange Act is accumulated and communicated to management, including the chief executive officer and the chief financial officer, allowing timely decisions regarding required disclosure.
As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of management, including the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures, the chief executive officer and the chief financial officer have concluded that our disclosure controls and piocedures were effective.
There were no changes in our internal control over financial reporting during the three months ended December 31, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There were no changes in our internal control over financial reporting during the three months ended December 31, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
See "Item 8. Financial Statements and Supplementary Data" for Management's Report On Internal Control Over Financial Reporting and the Independent Registered Public Accounting Firm's report with respect to the effectiveness of internal control over financial reporting.
See "Item 8. Financial Statements and Supplementary Data" for Management's Report On Internal Control Over Financial Reporting and the Independent Registered Public Accounting Firm's report with respect to the effectiveness of internal control over financial reporting.
ITEM 9B. OTHER INFORMATION Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. In accordance with SEC guidance, we may also use the Investor Relations section of our website (http:// www.WestarEnergy.com, under "Investors")
ITEM 9B. OTHER INFORMATION Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. In accordance with SEC guidance, we may also use the Investor Relations section of our website (http://
to communicate with investors about our company. It is possible that the financial and other information we post there could be deemed to be material information.
www.WestarEnergy.com, under "Investors") to communicate with investors about our company. It is possible that the financial and other information we post there could be deemed to be material information. The information on our website is not part of this document.
The information on our website is not part of this document.
116
116 PART III Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to our definitive proxy statement with respect to our 2018 Annual Meeting of Shareholders (2018 Proxy Statement), if such definitive proxy statement is filed with the SEC on or before April 30, 2018. Due to the pending Merger with Great Plains Energy, we may not be required to file the 2018 Proxy Statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018, to include the information that is otherwise incorporated by reference.
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information concerning directors required by Item 401 of Regulation S-K will be included under the caption Election of Directors in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K. Information concerning executive officers required by Item 401 of Regulation S-K is located under Part I, Item 1 of this Form 10-K. The information required by Item 405 of Regulation S-K concerning compliance with Section 16(a) of the Exchange Act will be included under the caption Additional Information  
PART III Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to our definitive proxy statement with respect to our 2018 Annual Meeting of Shareholders (2018 Proxy Statement), if such definitive proxy statement is filed with the SEC on or before April 30, 2018. Due to the pending Merger with Great Plains Energy, we may not be required to file the 2018 Proxy Statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018, to include the information that is otherwise incorporated by reference.
-Section J 6(a) Beneficial Ownership Reporting Compliance in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K. The information required by Item 406, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the captions Election of Directors
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information concerning directors required by Item 401 of Regulation S-K will be included under the caption Election ofDirectors in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
-Corporate Governance Matters and -Board Meetings and Committees of the Board of Directors in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 will be set forth in our 2018 Proxy Statement under the captions Compensation Discussion and Analysis, Compensation Committee Report, Compensation of Executive Officers, Director Compensation and Compensation Committee Interlocks and Insider Participation, and that information is incorporated by reference in this Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 will be set forth in our 2018 Proxy Statement under the captions Beneficial Ownership of Voting Securities and Equity Compensation Plan Information, and that information is incorporated by reference in this Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 will be set forth in our 2018 Proxy Statement under the caption Election of Directors  
Information concerning executive officers required by Item 401 of Regulation S-K is located under Part I, Item 1 of this Form 10-K. The information required by Item 405 of Regulation S-K concerning compliance with Section 16(a) of the Exchange Act will be included under the caption Additional Information - Section J6(a) Beneficial Ownership Reporting Compliance in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K. The information required by Item 406, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the captions Election ofDirectors - Corporate Governance Matters and - Board Meetings and Committees of the Board ofDirectors in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K.
-Corporate Governance Matters, and that information is incorporated by reference in this Form 10-K. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 will be set forth in our 2018 Proxy Statement under the caption of Ratification and Confirmation of Deloitte and Touche LLP as Our Independent Registered Public Accounting Firm for 2018 and its subsections captioned Independent Registered Accounting Firm Fees and Audit Committee Pre-Approval Policies and Procedures, and that information is incorporated by reference in this Form 10-K. 117 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES FINANCIAL STATEMENTS INCLUDED HEREIN Westar Energy, Inc. Management's Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2017 and 2016 Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015 Notes to Consolidated Financial Statements SCHEDULES Schedule II -Valuation and Qualifying Accounts Schedules omitted as not applicable or not required under the Rules of Regulation S-X: I, III, IV and V. EXHIBIT INDEX All exhibits marked "I" are incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 will be set forth in our 2018 Proxy Statement under the captions Compensation Discussion and Analysis, Compensation Committee Report, Compensation ofExecutive Officers, Director Compensation and Compensation Committee Interlocks and Insider Participation, and that information is incorporated by reference in this Form 10-K.
All exhibits marked with "*" are management contracts or compensatory plans or arrangements required to be identified by Item 15(a)(3) of Form 10-K. All exhibits marked"#" are filed with this Form 10-K. Description i Agreement and Plan of Merger, dated as of May 29, 2016, by and among Westar Energy, Inc., Great Plains I Energy Incorporated and a subsidiary of Great Plains Energy Incorporated (filed as Exhibit 2.1 to the Fonn 8-K filed on May 31, 2016) (schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and Westar Energy will furnish the omitted schedules to the Securities and Exchange Commission upon request) 2(a) Amended and Restated Merger Agreement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 will be set forth in our 2018 Proxy Statement under the captions Beneficial Ownership of Voting Securities and Equity Compensation Plan Information, and that information is incorporated by reference in this Form 10-K.
dated as of July 9, 2017, by and among Westar Energy, Inc., I Great Plains Energy Incorporated, Monarch Energy Holding, Inc., King Energy, Inc. and, solely for the purposes set forth therein, GP Star, Inc. (filed as Exhibit 2.1 to the Fonn 8-K filed on July 10, 2017) 3(a) By-laws of Westar Energy, Inc., as amended April 28, 2004 (filed as Exhibit 3(a) to the Form 10-0 for the I period ended June 30, 2004 filed on August 4. 2004) 3(b) Restated Articles of Incorporation of Westar Energy, Inc., as amended through May 25, 1988 (filed as I Exhibit 4 to the Form S-8 Registration Statement, SEC File No. 33-23022 filed on July 15, 1988) 3(c) Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Tnc. (filed as Exhibit 3 to I the Form 10-K405 for the period ended December 31, 1998 filed on April 14, 1999) 3(d) Certificate of Correction to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(b) I to the Form 10-K for the period ended December 31, 1991 filed on March 30, 1992) , 1(Q)_ Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(c) I to the Form 10-K for the period ended December 31, 1994 filed on March 30, 1995) l(fi Cetiificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3 to I the Form 10-0 for the period ended June 30, 1994 filed on August 11, 1994) J.(g) Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3(a) I to the Forni 10-0 for the period ended June 30, 1996 filed on August 14, 1996) 3(h) Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3 to I the Form 10-0 for the period ended March 31. 1998 filed on May 12, 1998) 118 J.ill Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(1) I to the Form l 0-K for the period ended December 31, 2002 filed on April 11, 2003) 1ill Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(m) I to the Form l 0-K for the period ended December 31, 2002 filed on April 11, 2003) 3(k) Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(111) I to the Form S-3 Registration Statement No. 333-125828 filed on Jw1e 15, 2005) l(!)_ Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3(111) I to the Fo1m 10-K for the period ended December 31, 2011 filed on February 23, 2012) 4(a) 4(b) 4(c) 4(d) 4(e) Mortgage and Deed of Trust dated July 1, 1939 between Westar Energy, Inc. and Harris Trust and Savings Bank, Trustee (filed as Exhibit 4(a) to Registration Statement No. 33-21739)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 will be set forth in our 2018 Proxy Statement under the caption Election of Directors - Corporate Governance Matters, and that information is incorporated by reference in this Form 10-K.
First and Second Supplemental Indentures dated July 1, 1939 and April 1, 1949, respectively (filed as Exhibit 4(b) to Registration Statement No. 33-21739)
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 will be set forth in our 2018 Proxy Statement under the caption of Ratification and Confirmation ofDeloitte and Touche LLP as Our Independent Registered Public Accounting Firm for 2018 and its subsections captioned Independent Registered Accounting Firm Fees and Audit Committee Pre-Approval Policies and Procedures, and that information is incorporated by reference in this Form 10-K.
Sixth Supplemental Indenture dated October 4, 1951 (filed as Exhibit 4(b) to Registration Statement No. 33-21739) . Fourteenth Supplemental Indenture dated May 1, 1976 (filed as Exhibit 4(b) to Registration Statement No. 33-21739)
117
Twenty-Eighth Supplemental Indenture dated July 1, 1992 (filed as Exhibit 4(o) to the Form 10-K for the period ended December 31, 1992 filed on March 30, 1993) Thirtv-Second Supplemental Indenture dated April 15, 1994 (filed as Exhibit 4(s) to the Form 10-K for the period ended December 31, 1994 filed on March 30, 1995) Senior Indenture dated August l, 1998 (filed as Exhibit 4.1 to the Form 10-0 for the period ended June 30, 1998 filed on August 12, 1998) Fom1 of Senior Note (included in Exhibit 4(g)) Thi1tv-Fourth Supplemental Indenture dated June 28, 2000 (filed as Exhibit 4(v) to the Form 10-K for the period ended December 31, 2000 filed on April 2, 2001) Thirty-Sixth Supplemental Indentw-e dated as of June 1, 2004, between Westar Energy, Inc. and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank), to its Mortgage and Deed of Trust dated Julv I, 1939 (filed as Exhibit 4.1 to the Form 8-K filed on January 18, 2005) Thirty-Ninth Supplemental Indenture dated June 30, 2005 between Westar Energy, Inc. and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank) to its Mortgage and Deed of Trust dated July 1, 1939 (filed as Exhibit 4.1 to the Fonn 8-K filed on July L 2005) Forni of Forty-Second Supplemental Indenture, dated as of March 1, 2012 bv and among Westar Enemy, Inc., The Bank of New York Mellon Trust Company, N.A. and Judith L. Bartolini (filed as Exhibit 4. I to the Form 8-K filed on February 29, 2012) \ Form ofFortv-Second Supplemental (Reopening)
 
Indenture, dated as of May 17, 2012 by and among Westar Energy, Inc., The Bank of New York Mellon Trust Company, N.A. and Judith L. Bartolini (filed as Exhibit 4.1 to the Form 8-K filed on May I 6, 2012) Fom1 ofFortv-Third Supplemental Indenture, dated as of March 28, 2013, by and among Westar Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trnst and Savings Bank (filed as Exhibit 4.1 to the Form 8-K filed on March 22. 2013) Form of Forty-Fourth Supplemental Indentw*e, dated as of August 19, 2013. by and among Westar Energy, Inc. and The Bank ofNew York Mellon Trust Company, N.A., as successor trnstee to HaiTis Trust and Savings Bank (filed as Exhibit 4.1 to the Fonn 8-K filed on August 14, 2013) F01m of Forty-Fifth Supplemental Indenture, dated as ofNovember 13, 2015, by and among Westar Energv, Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Forni 8-K filed on November 6. 2015) Form ofF01tv-Sixth Supplemental Indenture, dated as of June 20, 2016, by and among Westar Energv, Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Forni 8-K filed on June 17, 2016) Form of Forty-Seventh Supplemental Indenture, dated as of March 6, 2017, by and among Westar Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Fo1m 8-K filed on March 3, 2017) Instruments defining the rights of holders of other long-term debt not required to be filed as Exhibits will be furnished to the Commission upon request. Executive Salary Continuation Plan of Western Resources, Inc., as revised, effective September 22, 1995 (filed as Exhibit l O(j) to the Form 10-K for the period ended December 31, 1995 filed on March 27. 1996)* 119 I I I I I I I I I I I I I I I I I I I Amended and Restated Long-Te1m Incentive and Share Award Plan (filed as Exhibit 10 to the Form 8-K I filed on May 6, 2011)* Amended and Restated Long-Term Incentive and Share Award Plan, effective Januaty 1, 2016 (filed as I Appendix B to the Proxv Statement filed on April 1, 2016)*
PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES FINANCIAL STATEMENTS INCLUDED HEREIN Westar Energy, Inc.
* Westar Energy, Inc. Fo1m of Restricted Share Units Award (Grant Date February 24, 2016) (filed as Exhibit I lO(f) to the Fonn 10-K for the period ended December 31, 2014 filed on February 25, 2015)* Westar Energy, Inc. Fonn of Perfonnance Based Restricted Share Units Award (Grant Date February 24. I 2016) (filed as Exhibit lO(g) to the Fo1m 10-K for the period ended December 3 L 2014 filed on February 25, 2015)* Westar Energy, Inc. Fmm of Restricted Share Units Award (Grant Dates February 22, 2017 Forward) (filed I as Exhibit 10(+/-) to the Form 10-K for the period ended December 31, 2016 filed on Februa1y 22, 2017)* Westar Energy. Inc. Form of Performance Based Restricted Share Units Award (Grant Dates Febrnarv 22, I 2017 Forward) (filed as Exhibit I O(g) to the Form 10-K for the period ended December 31. 2016 filed on February 22, 2017)* Westar Energy, Inc. Non-Employee Director Deferred Compensation Plan. as amended and restated, dated I as of October 20, 2004 (filed as Exhibit 10.l to the Form 8-K filed on October 21, 2004)** Summary of Westar Energy, Inc. Non-Employee Director Compensation (filed as Exhibit lO(f) to the Forni I 10-K for the period ended December 31, 2015 filed on February 24, 2016)* Form of Amended and Restated Change in Control Agreement with Officers of Westar Energy, Inc. (filed as I Exhibit 1 O{g) to the Fo1m 10-K for the period ended December 31, 2015 filed on February 24, 2016)* Westar Energy. Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.1 to the Fo1m 8-K filed on I April 2, 2010)* Westar Enen .. ry, Inc. 40l(k) Benefit Restoration Plan (filed as Exhibit 10(1) to the Form 10-K for the period I ended December 31. 2014 filed on February 25, 2015)* Credit Agreement dated as of February 18, 2011, among Westar Energv, Inc. and several banks and other I financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10.1 to the Fonn 8-K filed on February 22, 2011) First Extension Agreement dated as of February 12, 2013, among Westar Energy, Inc. and several banks and I other financial institutions party thereto (filed as Exhibit 10.l to the Fmm 8-K filed on February 15, 2013) Second Extension Agreement d,lted as of February 14.2014, among Westar Energy, Inc. and several banks I and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit lO(v) to the Form 10-K for the period ended December 31, 2013 filed on February 26, 2014) First Amendment to Credit Agreement and Lender JoinderAgreement, dated December 19, 2016, by and I among Westar Energy, Inc. and the several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.1 to the Form 8-K filed on December 20, 2016) Second Amendment to Credit Agreement, dated December 14. 2017, by and among Westar Energy, Inc. and I the several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.1 to the Fonn 8-K filed on December 14, 2017) Fourth Amended and Restated Credit Agreement dated as of September 29, 2011, among Westar Energv, I Inc. and several banks and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10.1 to the Form 8-K filed on September  
Management's Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2017 and 2016 Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015 Notes to Consolidated Financial Statements SCHEDULES Schedule II - Valuation and Qualifying Accounts Schedules omitted as not applicable or not required under the Rules of Regulation S-X: I, III, IV and V.
: 29. 2011) First Extension Agreement dated as of July 19, 2013, among Westar Energv, Inc. and several banks and I other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit l O(a) to the Form 10-Q for the period ended September 30, 2014 filed on November 5, 2014) Second Extension Agreement dated as of September 18, 2014, among Westar Energy, Inc. and several banks I and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 1 O(b) to the Fonn 10-0 for the period ended September 30, 2014 filed on November 5, 2014) Third Extension Agreement dated as of September  
EXHIBIT INDEX All exhibits marked "I" are incorporated herein by reference. All exhibits marked with "*" are management contracts or compensatory plans or arrangements required to be identified by Item 15(a)(3) of Form 10-K. All exhibits marked"#" are filed with this Form 10-K.
: 17. 2015, among Westar Energy, Inc. and several banks I and other finm1cial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10 to the Form 10-0 for the period ended September 30, 2015 filed on November 3, 2015) Amendment Agreement, dated December 19, 2016, by and among Westm* Energv, Inc. and the several I banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.2 to the Form 8-K filed on December 20, 2016) Second Amendment Agreement, dated December 14, 2017, bv and among Westar Energy, Inc. and the I several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.2 to the Form s~K filed on December 14, 2017) Computations of Ratio of Consolidated Earnings to Fixed Charges # Subsidiaries of the Registrant  
Description i           Agreement and Plan of Merger, dated as of May 29, 2016, by and among Westar Energy, Inc., Great Plains       I Energy Incorporated and a subsidiary of Great Plains Energy Incorporated (filed as Exhibit 2.1 to the Fonn 8-K filed on May 31, 2016)
# 120 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE Consent oflndependent Registered Public Accounting Firm, Deloitte & Touche LLP Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished and not to be considered filed as part of the Form 10-K) XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document 121 # # # # # # # # # #
(schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and Westar Energy will furnish the omitted schedules to the Securities and Exchange Commission upon request) 2(a)         Amended and Restated Merger Agreement. dated as of July 9, 2017, by and among Westar Energy, Inc.,           I Great Plains Energy Incorporated, Monarch Energy Holding, Inc., King Energy, Inc. and, solely for the purposes set forth therein, GP Star, Inc. (filed as Exhibit 2.1 to the Fonn 8-K filed on July 10, 2017) 3(a)         By-laws of Westar Energy, Inc., as amended April 28, 2004 (filed as Exhibit 3(a) to the Form 10-0 for the     I period ended June 30, 2004 filed on August 4. 2004) 3(b)         Restated Articles of Incorporation of Westar Energy, Inc., as amended through May 25, 1988 (filed as         I Exhibit 4 to the Form S-8 Registration Statement, SEC File No. 33-23022 filed on July 15, 1988) 3(c)         Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Tnc. (filed as Exhibit 3 to   I the Form 10-K405 for the period ended December 31, 1998 filed on April 14, 1999) 3(d)         Certificate of Correction to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(b) I to the Form 10-K for the period ended December 31, 1991 filed on March 30, 1992)                       ,
WESTAR ENERGY, INC. SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS Description Year ended December 31, 2015 Allowances deducted from assets for doubtful accounts . . . . . . . . . . . . . . . . . . . . . .. . . . $ Year ended December 31, 2016 Allowances deducted from assets for doubtful accounts . . . . . . . . . .. . . . . . . . . . . .. . . . $ Year ended December 31, 2017 Allowances deducted from assets for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . $ Balance at Beginning of Period 5,309 $ 5,294 $ 6,667 $ (a) Result from write-offs of accounts receivable.
1(Q)_         Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(c) I to the Form 10-K for the period ended December 31, 1994 filed on March 30, 1995) l(fi         Cetiificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3 to I the Form 10-0 for the period ended June 30, 1994 filed on August 11, 1994)
122 Charged to Costs and Expenses Deductions (a) (In Thousands) 8,614 $ (8,629) $ 12,197 $ (10,824) $ 10,509 $ (10,460) $ Balance at End of Period 5,294 6,667 6,716 ITEM 16. FORM 10-K  
J.(g)       Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3(a)   I to the Forni 10-0 for the period ended June 30, 1996 filed on August 14, 1996) 3(h)         Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3 to   I the Form 10-0 for the period ended March 31. 1998 filed on May 12, 1998) 118
 
J.ill Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(1)   I to the Form l 0-K for the period ended December 31, 2002 filed on April 11, 2003) 1ill   Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(m)   I to the Form l 0-K for the period ended December 31, 2002 filed on April 11, 2003) 3(k)   Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(111) I to the Form S-3 Registration Statement No. 333-125828 filed on Jw1e 15, 2005) l(!)_ Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3(111)   I to the Fo1m 10-K for the period ended December 31, 2011 filed on February 23, 2012) 4(a)   Mortgage and Deed of Trust dated July 1, 1939 between Westar Energy, Inc. and Harris Trust and Savings         I Bank, Trustee (filed as Exhibit 4(a) to Registration Statement No. 33-21739) 4(b)  First and Second Supplemental Indentures dated July 1, 1939 and April 1, 1949, respectively (filed as         I Exhibit 4(b) to Registration Statement No. 33-21739) 4(c)  Sixth Supplemental Indenture dated October 4, 1951 (filed as Exhibit 4(b) to Registration Statement No.       I 33-21739)                       .
4(d)  Fourteenth Supplemental Indenture dated May 1, 1976 (filed as Exhibit 4(b) to Registration Statement No.       I 33-21739) 4(e)  Twenty-Eighth Supplemental Indenture dated July 1, 1992 (filed as Exhibit 4(o) to the Form 10-K for the       I period ended December 31, 1992 filed on March 30, 1993)
Thirtv-Second Supplemental Indenture dated April 15, 1994 (filed as Exhibit 4(s) to the Form 10-K for the     I period ended December 31, 1994 filed on March 30, 1995)
Senior Indenture dated August l, 1998 (filed as Exhibit 4.1 to the Form 10-0 for the period ended June 30,     I 1998 filed on August 12, 1998)
Fom1 of Senior Note (included in Exhibit 4(g))                                                                 I Thi1tv-Fourth Supplemental Indenture dated June 28, 2000 (filed as Exhibit 4(v) to the Form 10-K for the       I period ended December 31, 2000 filed on April 2, 2001)
Thirty-Sixth Supplemental Indentw-e dated as of June 1, 2004, between Westar Energy, Inc. and BNY               I Midwest Trust Company (as successor to Harris Trust and Savings Bank), to its Mortgage and Deed of Trust dated Julv I, 1939 (filed as Exhibit 4.1 to the Form 8-K filed on January 18, 2005)
Thirty-Ninth Supplemental Indenture dated June 30, 2005 between Westar Energy, Inc. and BNY Midwest             I Trust Company (as successor to Harris Trust and Savings Bank) to its Mortgage and Deed of Trust dated July 1, 1939 (filed as Exhibit 4.1 to the Fonn 8-K filed on July L 2005)
Forni of Forty-Second Supplemental Indenture, dated as of March 1, 2012 bv and among Westar Enemy,             I Inc., The Bank of New York Mellon Trust Company, N.A. and Judith L. Bartolini (filed as Exhibit 4. I to the Form 8-K filed on February 29, 2012)
                                                                                \
Form ofFortv-Second Supplemental (Reopening) Indenture, dated as of May 17, 2012 by and among                   I Westar Energy, Inc., The Bank of New York Mellon Trust Company, N.A. and Judith L. Bartolini (filed as Exhibit 4.1 to the Form 8-K filed on May I 6, 2012)
Fom1 ofFortv-Third Supplemental Indenture, dated as of March 28, 2013, by and among Westar Energy,             I Inc. and The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trnst and Savings Bank (filed as Exhibit 4.1 to the Form 8-K filed on March 22. 2013)
Form of Forty-Fourth Supplemental Indentw*e, dated as of August 19, 2013. by and among Westar Energy,           I Inc. and The Bank ofNew York Mellon Trust Company, N.A., as successor trnstee to HaiTis Trust and Savings Bank (filed as Exhibit 4.1 to the Fonn 8-K filed on August 14, 2013)
F01m of Forty-Fifth Supplemental Indenture, dated as ofNovember 13, 2015, by and among Westar Energv,           I Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Forni 8-K filed on November 6. 2015)
Form ofF01tv-Sixth Supplemental Indenture, dated as of June 20, 2016, by and among Westar Energv, Inc.         I and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Forni 8-K filed on June 17, 2016)
Form of Forty-Seventh Supplemental Indenture, dated as of March 6, 2017, by and among Westar Energy,           I Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Fo1m 8-K filed on March 3, 2017)
Instruments defining the rights of holders of other long-term debt not required to be filed as Exhibits will be furnished to the Commission upon request.
Executive Salary Continuation Plan of Western Resources, Inc., as revised, effective September 22, 1995         I (filed as Exhibit l O(j) to the Form 10-K for the period ended December 31, 1995 filed on March 27. 1996)*
119
 
Amended and Restated Long-Te1m Incentive and Share Award Plan (filed as Exhibit 10 to the Form 8-K               I filed on May 6, 2011)*
Amended and Restated Long-Term Incentive and Share Award Plan, effective Januaty 1, 2016 (filed as               I Appendix B to the Proxv Statement filed on April 1, 2016)*
* Westar Energy, Inc. Fo1m of Restricted Share Units Award (Grant Date February 24, 2016) (filed as Exhibit       I lO(f) to the Fonn 10-K for the period ended December 31, 2014 filed on February 25, 2015)*
Westar Energy, Inc. Fonn of Perfonnance Based Restricted Share Units Award (Grant Date February 24.             I 2016) (filed as Exhibit lO(g) to the Fo1m 10-K for the period ended December 3 L 2014 filed on February 25, 2015)*
Westar Energy, Inc. Fmm of Restricted Share Units Award (Grant Dates February 22, 2017 Forward) (filed           I as Exhibit 10(+/-) to the Form 10-K for the period ended December 31, 2016 filed on Februa1y 22, 2017)*
Westar Energy. Inc. Form of Performance Based Restricted Share Units Award (Grant Dates Febrnarv 22,             I 2017 Forward) (filed as Exhibit I O(g) to the Form 10-K for the period ended December 31. 2016 filed on February 22, 2017)*
Westar Energy, Inc. Non-Employee Director Deferred Compensation Plan. as amended and restated, dated             I as of October 20, 2004 (filed as Exhibit 10.l to the Form 8-K filed on October 21, 2004)**
Summary of Westar Energy, Inc. Non-Employee Director Compensation (filed as Exhibit lO(f) to the Forni           I 10-K for the period ended December 31, 2015 filed on February 24, 2016)*
Form of Amended and Restated Change in Control Agreement with Officers of Westar Energy, Inc. (filed as         I Exhibit 1O{g) to the Fo1m 10-K for the period ended December 31, 2015 filed on February 24, 2016)*
Westar Energy. Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.1 to the Fo1m 8-K filed on         I April 2, 2010)*
Westar Enen..ry, Inc. 40l(k) Benefit Restoration Plan (filed as Exhibit 10(1) to the Form 10-K for the period   I ended December 31. 2014 filed on February 25, 2015)*
Credit Agreement dated as of February 18, 2011, among Westar Energv, Inc. and several banks and other           I financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10.1 to the Fonn 8-K filed on February 22, 2011)
First Extension Agreement dated as of February 12, 2013, among Westar Energy, Inc. and several banks and         I other financial institutions party thereto (filed as Exhibit 10.l to the Fmm 8-K filed on February 15, 2013)
Second Extension Agreement d,lted as of February 14.2014, among Westar Energy, Inc. and several banks           I and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit lO(v) to the Form 10-K for the period ended December 31, 2013 filed on February 26, 2014)
First Amendment to Credit Agreement and Lender JoinderAgreement, dated December 19, 2016, by and                 I among Westar Energy, Inc. and the several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.1 to the Form 8-K filed on December 20, 2016)
Second Amendment to Credit Agreement, dated December 14. 2017, by and among Westar Energy, Inc. and             I the several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.1 to the Fonn 8-K filed on December 14, 2017)
Fourth Amended and Restated Credit Agreement dated as of September 29, 2011, among Westar Energv,               I Inc. and several banks and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10.1 to the Form 8-K filed on September 29. 2011)
First Extension Agreement dated as of July 19, 2013, among Westar Energv, Inc. and several banks and             I other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit l O(a) to the Form 10-Q for the period ended September 30, 2014 filed on November 5, 2014)
Second Extension Agreement dated as of September 18, 2014, among Westar Energy, Inc. and several banks           I and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 1O(b) to the Fonn 10-0 for the period ended September 30, 2014 filed on November 5, 2014)
Third Extension Agreement dated as of September 17. 2015, among Westar Energy, Inc. and several banks           I and other finm1cial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10 to the Form 10-0 for the period ended September 30, 2015 filed on November 3, 2015)
Amendment Agreement, dated December 19, 2016, by and among Westm* Energv, Inc. and the several                   I banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.2 to the Form 8-K filed on December 20, 2016)
Second Amendment Agreement, dated December 14, 2017, bv and among Westar Energy, Inc. and the                   I several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.2 to the Form s~K filed on December 14, 2017)
Computations of Ratio of Consolidated Earnings to Fixed Charges                                                 #
Subsidiaries of the Registrant                                                                                   #
120
 
Consent oflndependent Registered Public Accounting Firm, Deloitte & Touche LLP                         #
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 #
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 #
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished and not to be     #
considered filed as part of the Form 10-K) 101.INS XBRL Instance Document                                                                                 #
101.SCH XBRL Taxonomy Extension Schema Document                                                               #
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document                                                 #
101.DEF XBRL Taxonomy Extension Definition Linkbase Document                                                   #
101.LAB XBRL Taxonomy Extension Label Linkbase Document                                                       #
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document                                                 #
121
 
WESTAR ENERGY, INC.
SCHEDULE II -                 VALUATION AND QUALIFYING ACCOUNTS Balance at    Charged to                      Balance Beginning    Costs and                        at End Description                                              of Period    Expenses      Deductions (a)    of Period (In Thousands)
Year ended December 31, 2015 Allowances deducted from assets for doubtful accounts ....................... ... $      5,309 $       8,614  $      (8,629) $      5,294 Year ended December 31, 2016 Allowances deducted from assets for doubtful accounts ........... ............ ... $       5,294 $      12,197  $      (10,824) $      6,667 Year ended December 31, 2017 Allowances deducted from assets for doubtful accounts ..........................   $      6,667 $     10,509  $     (10,460) $       6,716 (a) Result from write-offs of accounts receivable.
122
 
ITEM 16. FORM 10-K  


==SUMMARY==
==SUMMARY==
None. 123 SIGNATURE Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: February 21, 2018 124 WESTAR ENERGY, INC. By: /s/ ANTHONY D. SOMMA Anthony D. Somma Senior Vice President, Chief Financial Officer and Treasurer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
None.
Signature  
123
/s/ MARK A. RUELLE (Mark A. Ruelle) /s/ ANTHONY D. SOMMA (Anthony D. Somma) /s/ CHARLES Q. CHANDLER IV (Charles Q. Chandler IV) /s/ MOLLIE H. CARTER (Mollie H. Carter) /s/ R. A. EDWARDS III (R. A. Edwards III) /s/ JERRYB. FARLEY (Jerry B. Farley) /s/ RICHARD L. HAWLEY (Richard L. Hawley) /s/ B. ANTHONY ISAAC (B. Anthony Isaac) Director, President and Chief Executive Officer (Principal Executive Officer) Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Chairman of the Board Director Director Director Director Director /s/ SANDRAA. J. LAWRENCE Director (Sandra A. J. Lawrence)  
 
/s/ S. CARL SODERSTROM JR. Director (S. Carl Soderstrom Jr.) 125 February 21, 2018 February 21, 2018 February 21, 2018 February 21, 2018 February 21, 2018 February 21, 2018 February 21, 2018 February 21, 2018 February 21, 2018 February 21, 2018 
SIGNATURE Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WESTAR ENERGY, INC.
Date:                     February 21, 2018                       By:               /s/ ANTHONY D. SOMMA Anthony D. Somma Senior Vice President, Chief Financial Officer and Treasurer 124
 
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
        /s/ MARK A. RUELLE               Director, President and Chief Executive Officer                    February 21, 2018 (Principal Executive Officer)
(Mark A. Ruelle)
      /s/ ANTHONY D. SOMMA               Senior Vice President, Chief Financial Officer and Treasurer      February 21, 2018 (Principal Financial and Accounting Officer)
(Anthony D. Somma)
/s/ CHARLES Q. CHANDLER IV               Chairman of the Board                                              February 21, 2018 (Charles Q. Chandler IV)
      /s/ MOLLIE H. CARTER             Director                                                            February 21, 2018 (Mollie H. Carter)
        /s/ R. A. EDWARDS III           Director                                                            February 21, 2018 (R. A. Edwards III)
          /s/ JERRYB. FARLEY             Director                                                            February 21, 2018 (Jerry B. Farley)
      /s/ RICHARD L. HAWLEY             Director                                                            February 21, 2018 (Richard L. Hawley)
      /s/ B. ANTHONY ISAAC             Director                                                            February 21, 2018 (B. Anthony Isaac)
  /s/ SANDRAA. J. LAWRENCE             Director                                                           February 21, 2018 (Sandra A. J. Lawrence)
  /s/ S. CARL SODERSTROM JR.             Director                                                           February 21, 2018 (S. Carl Soderstrom Jr.)
125
 
~-------------------------
~-------------------------
Table of Contents Commission File Number 001-32206 000-51873 UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 }'ORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15( d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Deccmber31,2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to __ _ Exact name of registrant as specified in its charter, state of incorporation, address of principal executive offices and telephone number GREAT PLAINS ENERGY INCORPORATED (A Missouri Corporation) 1200 Main Street KansasCity,Missouri 64105 (816) 556-2200 KANSAS CITY POWER & LIGHT COMPANY (A Missouri Corporation) 1200 Main Street Kansas City, Missouri 64105 (816) 556-2200 I.R.S. Employer Identification Number 43-1916803 44-0308720 Each of the following classes or series of securities registered pursuant to Section l 2(b) of the Act is registered on the New York Stock Exchange:
Table of Contents UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Registrant Great Plains Energy Incorporated Title of each class Common Stock, without par value Securities registered pursuant to Section l 2(g) of the Act: Kansas City Power & Light Company Common Stock without par value.
                                                                                }'ORM 10-K
Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Great Plains Energy Incorporated Yes X No Kansas City Power & Light Company Yes No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15( d) of the Act. Great Plains Energy Incorporated Yes No X Kansas City Power & Light Company Yes No X Indicate by check mark whether the registrant(!)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Deccmber31,2017 or
has filed all reports required to be filed by Section 13 or l S(d) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Great Plains Energy Incorporated Yes X No Kansas City Power & Light Company Yes X No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (&sect;232.405 of thiq chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Great Plains Energy Incorporated Yes X No Kansas City Power & Light Company Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (&sect;229.405 of this chapter) i~ not contained herein, and will not be contained, to the best of registrant's know ledge, in definitive proxy or infonnation statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. Great Plains Energy Incorporated X Kansas City Power & Light Company X Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of"large accelerated filer," "accelerated filer," "s1naller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Great Plains Energy Incorporated Large accelerated filer X Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company Kansas City Power & Light Company Large accelerated filer Accelerated filer Non-accelerated filer X Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Great Plains Energy Incorporated Yes No Kansas City Power & Light Company Yes No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Great Plains Energy Incorporated Yes No X Kansas City Power & Light Company Yes No X The aggregate market value of the voting and non-voting common equity held by non-affiliates of Great Plains Energy Incorporated (based on the closing price of its common stock on the New York Stock Exchange on June 30, 2017) was approximately  
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ _ _ to _ __
$6,311,042,442.
Exact name of registrant as specified in its charter, Commission                                state of incorporation, address of principal                                   I.R.S. Employer File Number                                executive offices and telephone number                                   Identification Number 001-32206                            GREAT PLAINS ENERGY INCORPORATED                                                   43-1916803 (A Missouri Corporation) 1200 Main Street KansasCity,Missouri 64105 (816) 556-2200 000-51873                            KANSAS CITY POWER & LIGHT COMPANY                                                   44-0308720 (A Missouri Corporation) 1200 Main Street Kansas City, Missouri 64105 (816) 556-2200 Each of the following classes or series of securities registered pursuant to Section l 2(b) of the Act is registered on the New York Stock Exchange:
All of the common equity of Kansas City Power & Light Company is held by Great Plains Energy Incorporated, an affiliate of Kansas City Power & Light Company. On February 16, 2018, Great Plains Energy Incorporated had 215,665,193 shares of common stock outstanding.
Registrant                                                   Title of each class Great Plains Energy Incorporated                                   Common Stock, without par value Securities registered pursuant to Section l 2(g) of the Act: Kansas City Power & Light Company Common Stock without par value.
 
Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Great Plains Energy Incorporated                       Yes     X       No               Kansas City Power & Light Company                               Yes         No   X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Great Plains Energy Incorporated                       Yes             No     X         Kansas City Power & Light Company                               Yes         No   X Indicate by check mark whether the registrant(!) has filed all reports required to be filed by Section 13 or l S(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Great Plains Energy Incorporated                       Yes     X       No               Kansas City Power & Light Company                               Yes X     No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (&sect;232.405 of thiq chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Great Plains Energy Incorporated                       Yes     X       No               Kansas City Power & Light Company                               Yes X     No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (&sect;229.405 of this chapter) i~ not contained herein, and will not be contained, to the best of registrant's know ledge, in definitive proxy or infonnation statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.
Great Plains Energy Incorporated                     X                                 Kansas City Power & Light Company                               X Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of"large accelerated filer," "accelerated filer," "s1naller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Great Plains Energy Incorporated                                               Large accelerated filer   X                           Accelerated filer Non-accelerated filer                     Smaller reporting company Emerging growth company Kansas City Power & Light Company                                               Large accelerated filer                               Accelerated filer Non-accelerated filer     X               Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Great Plains Energy Incorporated                       Yes             No               Kansas City Power & Light Company                               Yes         No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Great Plains Energy Incorporated                       Yes             No     X         Kansas City Power & Light Company                               Yes         No   X The aggregate market value of the voting and non-voting common equity held by non-affiliates of Great Plains Energy Incorporated (based on the closing price of its common stock on the New York Stock Exchange on June 30, 2017) was approximately $6,311,042,442. All of the common equity of Kansas City Power & Light Company is held by Great Plains Energy Incorporated, an affiliate of Kansas City Power & Light Company.
On February 16, 2018, Great Plains Energy Incorporated had 215,665,193 shares of common stock outstanding.
On February 16, 2018, Kansas City Power& Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated.
On February 16, 2018, Kansas City Power& Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated.
Kansas City Power & Light Company meets the conditions set forth in General Instruction (l)(l)(a) and (b) of Form 10-K and is therefore filing this Form I 0-K with the reduced disclosure format. Documents Incorporated by Reference Portions of the 2018 annual meeting proxy statement of Great Plains Energy Incorporated to be filed with the Securities and Exchange Commission are incorporated by reference in Part III of this report.
Kansas City Power & Light Company meets the conditions set forth in General Instruction (l)(l)(a) and (b) of Form 10-K and is therefore filing this Form I 0-K with the reduced disclosure format.
Table of Contents Item 1. Item IA. Item IB. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. TABLE OF CONTENTS Cautionary Statements Regarding Certain Forward-Looking Information Glossarv of Terms Business Risk Factors Unresolved Staff Comments Properties Le2al Proceedin2s Mine Safety Disclosures PART! PART II Market for Registrant's Common Eguity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementmy Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART Ill Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV Exhibits and Financial Statement Schedules Signatures 2 Paee Number 1 ll 28 29 30 30 .ll 56 ill 121 125 126 127 147 j 
Documents Incorporated by Reference Portions of the 2018 annual meeting proxy statement of Great Plains Energy Incorporated to be filed with the Securities and Exchange Commission are incorporated by reference in Part III of this report.
~-Table of Contents This combined annual report on Form I 0-K is being filed by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L). KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations.
 
Thus, all infonnation contained in this report relates to, and where required is filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy's other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed by, KCP&L. KCP&L makes no representation as to that information.
Table of Contents TABLE OF CONTENTS Paee Number Cautionary Statements Regarding Certain Forward-Looking Information Glossarv of Terms PART!
Neither Great Plains Energy nor its other subsidiaries have any obligation in respect of KCP&L's debt securities and holders of such securities should not consider Great Plains Energy's or its other subsidiaries' financial resources or results ofoperations in making a decision with respect to KCP&L's debt securities.
Item 1.       Business                                                                                      1 Item IA.       Risk Factors                                                                                ll Item IB.       Unresolved Staff Comments                                                                    28 Item 2.       Properties                                                                                  29 Item 3.       Le2al Proceedin2s                                                                            30 Item 4.       Mine Safety Disclosures                                                                      30 PART II Item 5.       Market for Registrant's Common Eguity, Related Stockholder Matters and Issuer Purchases of  .ll Equity Securities Item 6.       Selected Financial Data Item 7.       Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A.      Quantitative and Qualitative Disclosures About Market Risk Item 8.       Financial Statements and Supplementmy Data                                                  56 Item 9.       Changes in and Disagreements With Accountants on Accounting and Financial Disclosure        ill Item 9A.       Controls and Procedures                                                                      121 Item 9B.       Other Information                                                                            125 PART Ill Item 10.       Directors, Executive Officers and Corporate Governance Item 11.       Executive Compensation Item 12.       Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13.       Certain Relationships and Related Transactions, and Director Independence                    126 Item 14.      Principal Accounting Fees and Services                                                      127 PART IV Item 15.     Exhibits and Financial Statement Schedules Signatures                                                                                  147 2
Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or its other subsidiaries.
j
CAUTIONARY STATEMENTS REGARDING CERTAIN FORWARD-LOOKING INFORMATION Statements made in this report that are not based on historical facts are forward-looking.
 
may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to the anticipated merger transaction of Great Plains Energy and Westar Energy, Inc. (Westar), including those that relate to the expected financial and operational benefits of the merger to the companies and their shareholders (including cost savings, operational efficiencies and the impact of the anticipated merger on earnings per share), the expected timing of closing, the outcome of regulatory proceedings, cost estimates of capital projects, dividend growth, share repurchases, balance sheet and credit ratings, rebates to customers, employee issues and other matters affecting future operations.
Table of Contents This combined annual report on Form I 0-K is being filed by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L). KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all infonnation contained in this report relates to, and where required is filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy's other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed by, KCP&L. KCP&L makes no representation as to that information. Neither Great Plains Energy nor its other subsidiaries have any obligation in respect of KCP&L's debt securities and holders of such securities should not consider Great Plains Energy's or its other subsidiaries' financial resources or results ofoperations in making a decision with respect to KCP&L's debt securities. Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or its other subsidiaries.
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking infonnation.
CAUTIONARY STATEMENTS REGARDING CERTAIN FORWARD-LOOKING INFORMATION Statements made in this report that are not based on historical facts are forward-looking. may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to the anticipated merger transaction of Great Plains Energy and Westar Energy, Inc. (Westar), including those that relate to the expected financial and operational benefits of the merger to the companies and their shareholders (including cost savings, operational efficiencies and the impact of the anticipated merger on earnings per share), the expected timing of closing, the outcome of regulatory proceedings, cost estimates of capital projects, dividend growth, share repurchases, balance sheet and credit ratings, rebates to customers, employee issues and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking infonnation. These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy, KCP&L and Westar; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates that the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impaim1ents of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effect~ of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occmTence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy's and Westar's ability to successfully manage and integrate their respective transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy and Westar to obtain the regulatory approvals necessary to complete the anticipated merger or the imposition of adverse conditions or costs in connection with obtaining regulatory approvals; the risk that a condition to the closing of the anticipated merger may not be satisfied or that the anticipated merger may fail to close; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated merger; the costs incurred to consummate the anticipated merger; the possibility that the expected value creation from the anticipated merger will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the credit ratings of the combined company 3
These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy, KCP&L and Westar; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates that the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impaim1ents of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effect~ of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occmTence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy's and Westar's ability to successfully manage and integrate their respective transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy and Westar to obtain the regulatory approvals necessary to complete the anticipated merger or the imposition of adverse conditions or costs in connection with obtaining regulatory approvals; the risk that a condition to the closing of the anticipated merger may not be satisfied or that the anticipated merger may fail to close; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated merger; the costs incurred to consummate the anticipated merger; the possibility that the expected value creation from the anticipated merger will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the credit ratings of the combined company 3 Table of Contents following the anticipated merger; disruption from the anticipated merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the anticipated merger; and other risks and uncertainties.
~-
This list of factors is not all-inclusive because it is not possible to predict all factors. Part I Item I A Risk Factors included in this report should be carefully read for further understanding of potential risks for each of Great Plains Energy and KCP&L. Other sections of this report and other periodic reports filed by each of Great Plains Energy and KCP&L with the Securities and Exchange Commission (SEC) should also be read for more information regarding risk factors. Each forward-looking statement speaks only as of the date of the particular statement.
 
Great Plains Energy and KCP&L undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Table of Contents following the anticipated merger; disruption from the anticipated merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the anticipated merger; and other risks and uncertainties.
4 _J Table of Contents GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report. Abbreviation or Acronym AFUDC Amended Merger Agreement ARO ASU CCRs Clean Air Act CO 2 Company Companies DOE DOJ ECA EIRR Electric Utility EPA EPS ERISA Exchange Act FASB FERC FCC GAAP GMO GP Star GPETHC Great Plains Energy Great Plains Energy Board HSR Holdco KCC KCP&L KCP&L Receivables Company kWh MEEIA Merger Sub MGP MPS Merchant Definition Allowance for Funds Used During Construction Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc. and King Energy, Inc. Asset Retirement Obligation Accounting Standards Update Coal combustion residuals Clean Air Act Amendments of 1990 Carbon dioxide Great Plains Energy Incorporated and its consolidated subsidiaries Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries Department of Energy Department of Justice Energy Cost Adjustment Environmental Improvement Revenue Refunding Electric utility segment Environmental Protection Agency Earnings (loss) per common share Employee Retirement Income Security Act of 1974, as amended The Securities Exchange Act of 1934, as amended Financial Accounting Standards Board The Federal Energy Regulatory Commission The Federal Communications Commission Generally Accepted Accounting Principles KCP&L Greater Missouri Operations Company, a wholly owned subsidiary of Great Plains Energy GP Star, Inc. GPE Transmission Holding Company LLC, a wholly owned subsidiary of Great Plains Energy Great Plains Energy Incorporated and its consolidated subsidiaries Great Plains Energy Board of Directors Hart-Scott-Rodino Monarch Energy Holding, Inc., a Missouri corporation The State Corporation Commission of the State of Kansas Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy, and its consolidated subsidiaries Kansas City Power & Light Receivables Company, a wholly owned subsidiary ofKCP&L Kilowatt hour Missouri Energy Efficiency Investment Act King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco Manufactured gas plant MPS Merchant Services, Inc., a wholly owned subsidiary of GMO 5 Table of Contents Abbreviation or Acronym MPSC MW MWb NAY NERC* NOL NRC OMERS Original Merger Agreement RTO SEC Series A Preferred Stock Series B Preferred Stock SPP Transource WCNOC Westar Westar Board Wolf Creek Definition Public Service Commission of the State of Missouri Megawatt Megawatt hour Net asset value North American Electric Reliability Corporation Net operating loss Nuclear Regulatory Commission OCM Credit Portfolio LP Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and GP Star, Inc. Regional Transmission Organization Securities and Exchange Commission 7.25% Mandatory Convertible Preferred Stock, Series A 7.00% Series B Mandatory Convertible Preferred Stock Southwest Power Pool, Inc. Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC Wolf Creek Nuclear Operating Corporation Westar Energy, Inc. Westar Board of Directors Wolf Creek Generating Station 6 J Table of Contents PART I ITEM 1. BUSINESS General Great Plains Energy Incorporated and Kansas City Power & Light Company are separate registrants filing this combined annual report on Form I 0-K. The tenns "Great Plains Energy," "Company," "KCP&L" and "Companies" are used throughout this report. "Great Plains Energy" and the "Company" refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. "KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies" refers to Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries.
This list of factors is not all-inclusive because it is not possible to predict all factors. Part I Item I A Risk Factors included in this report should be carefully read for further understanding of potential risks for each of Great Plains Energy and KCP&L. Other sections of this report and other periodic reports filed by each of Great Plains Energy and KCP&L with the Securities and Exchange Commission (SEC) should also be read for more information regarding risk factors. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy and KCP&L undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Information in other Items of this report as to which reference is made in this Item l is hereby incorporated by reference in this Item I. The use oftenns such as "see" or "refer to" shall be deemed to incorporate into this Item I the inforn1ation to which such reference is made. GREAT PLAINS ENERGY INCORPORATED Great Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries and cash and cash equivalents.
4
Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows: KCP&L is an integrated, regulated electric utility that prov ides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).
_J
GMO is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.
 
GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant).
Table of Contents GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.
MPS Merchant has certain long-term natural gas contracts remaining from its fom1er non-regulated trading operations.
Abbreviation or Acronym                                                          Definition AFUDC                                  Allowance for Funds Used During Construction Amended Merger Agreement              Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc. and King Energy, Inc.
Great Plains Energy also wholly owns GPE Transmission Holding Company, LLC (GPETHC).
ARO                                    Asset Retirement Obligation ASU                                    Accounting Standards Update CCRs                                  Coal combustion residuals Clean Air Act                          Clean Air Act Amendments of 1990 CO 2                                  Carbon dioxide Company                                Great Plains Energy Incorporated and its consolidated subsidiaries Companies                              Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries DOE                                    Department of Energy DOJ                                    Department of Justice ECA                                    Energy Cost Adjustment EIRR                                  Environmental Improvement Revenue Refunding Electric Utility                      Electric utility segment EPA                                    Environmental Protection Agency EPS                                    Earnings (loss) per common share ERISA                                  Employee Retirement Income Security Act of 1974, as amended Exchange Act                          The Securities Exchange Act of 1934, as amended FASB                                  Financial Accounting Standards Board FERC                                  The Federal Energy Regulatory Commission FCC                                    The Federal Communications Commission GAAP                                   Generally Accepted Accounting Principles GMO                                   KCP&L Greater Missouri Operations Company, a wholly owned subsidiary of Great Plains Energy GP Star                                GP Star, Inc.
GPETHC owns 13.5% ofTransource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC (AEPTHC), a subsidiary of American Electric Power Company, Inc. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.
GPETHC                                GPE Transmission Holding Company LLC, a wholly owned subsidiary of Great Plains Energy Great Plains Energy                   Great Plains Energy Incorporated and its consolidated subsidiaries Great Plains Energy Board              Great Plains Energy Board of Directors HSR                                    Hart-Scott-Rodino Holdco                                Monarch Energy Holding, Inc., a Missouri corporation KCC                                  The State Corporation Commission of the State of Kansas KCP&L                                  Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy, and its consolidated subsidiaries KCP&L Receivables Company            Kansas City Power & Light Receivables Company, a wholly owned subsidiary ofKCP&L kWh                                    Kilowatt hour MEEIA                                  Missouri Energy Efficiency Investment Act Merger Sub                            King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco MGP                                  Manufactured gas plant MPS Merchant                          MPS Merchant Services, Inc., a wholly owned subsidiary of GMO 5
Great Plains Energy's sole reportable business segment is the electric utility segment (Electric Utility).
 
For information regarding the revenues, income and assets attributable to Electric Utility, see Note 22 to the consolidated financial statements.
Table of Contents Abbreviation or Acronym                                              Definition MPSC                      Public Service Commission of the State of Missouri MW                        Megawatt MWb                      Megawatt hour NAY                      Net asset value NERC*                    North American Electric Reliability Corporation NOL                      Net operating loss NRC                      Nuclear Regulatory Commission OMERS                    OCM Credit Portfolio LP Original Merger Agreement Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and GP Star, Inc.
Comparative financial information and discussion regarding Electric Utility can be found in Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Electric Utility consisL~ of KCP&L, a regulated utility, GMO's regulated utility operations and GMO Receivables Company. Electric Utility serves approximately 867,100 customers located in western Missouri and eastern Kansas. Customers include approximately 764,200 residences, I 00,400 commercial firms and 2,500 industrials, municipalities and other electric utilities.
RTO                      Regional Transmission Organization SEC                       Securities and Exchange Commission Series A Preferred Stock 7.25% Mandatory Convertible Preferred Stock, Series A Series B Preferred Stock  7.00% Series B Mandatory Convertible Preferred Stock SPP                       Southwest Power Pool, Inc.
Electric Utility's retail revenues averaged approximately 93% of its total operating revenues over the last three years. Wholesale finn power, bulk power sales and miscellaneous electric revenues accounted for the remainder of Electric Utility's revenues.
Transource               Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC WCNOC                    Wolf Creek Nuclear Operating Corporation Westar                    Westar Energy, Inc.
Electric Utility is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Electric Utility's total electric revenues were 100% of Great Plains Energy's revenues over the last three years. Electric Utility's net income accounted for approximately (242)% of Great Plains Energy's net loss in 2017 and 10 I% and 105% of Great Plains Energy's net income in 2016 and 2015, respectively.
Westar Board              Westar Board of Directors Wolf Creek                Wolf Creek Generating Station 6
7 Table of Contents Anticipated Merger with Westar Energy, Inc. In May 20 I 6, Great Plains Energy and Westar entered into an Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and GP Star, Inc. (GP Star) (Original Merger Agreement) in which Great Plains Energy would have acquired Westar for a combination of cash and shares of Great Plains Energy common stock. In April 2017, The State Corporation Commission of the State of Kansas (KCC) issued an order denying Great Plains Energy's, KCP&L's and Westar's joint application for the approval of the acquisition citing concerns with the purchase price, Great Plains Energy's capital structure, quantifiable and demonstrable customer benefits and staffing levels in Westar's service territory, among other items. In July 2017, Great Plains Energy entered into an Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc., a Missouri corporation (Holdco), and King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco (Merger Sub) (Amended Merger Agreement).
J
Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Pursuant to the Amended Merger Agreement, at closing each outstanding share of Great Plains Energy's and Westar's common stock will be converted into the right to receive 0.5981 and 1.0, respectively, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar. The anticipated merger with West1r has been stmctured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company. See Note 2 to the consolidated financial statements for additional information concerning the anticipated merger with Westar. Regulation KCP&L and GMO are regulated by the Public Service Commission of the State of Missouri (MPSC) and KCP&L is also regulated by KCC with respect to retail rates, certain accounting matters, standards of service and, in certain cases, the issuance of securities, certification of facilities and service territories.
 
KCP&L and GMO are also subject to regulation by The Federal Energy Regulatory Commission (FERC) with respect to transmission, wholesale sales and rates, and other matters. KCP&L has a 47% ownership interest in Wolf Creek Generating Station (Wolf Creek), which is subject to regulation by the Nuclear Regulatory Commission (NRC) with respect to licensing, operations and safety-related requirements.
Table of Contents PART I ITEM 1. BUSINESS General Great Plains Energy Incorporated and Kansas City Power & Light Company are separate registrants filing this combined annual report on Form I 0-K. The tenns "Great Plains Energy," "Company," "KCP&L" and "Companies" are used throughout this report. "Great Plains Energy" and the "Company" refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated.
"KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies" refers to Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries.
Information in other Items of this report as to which reference is made in this Item l is hereby incorporated by reference in this Item I.
The use oftenns such as "see" or "refer to" shall be deemed to incorporate into this Item I the inforn1ation to which such reference is made.
GREAT PLAINS ENERGY INCORPORATED Great Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries and cash and cash equivalents. Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows:
KCP&L is an integrated, regulated electric utility that prov ides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).
GMO is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri. GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant). MPS Merchant has certain long-term natural gas contracts remaining from its fom1er non-regulated trading operations.
Great Plains Energy also wholly owns GPE Transmission Holding Company, LLC (GPETHC). GPETHC owns 13.5% ofTransource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC (AEPTHC), a subsidiary of American Electric Power Company, Inc. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.
Great Plains Energy's sole reportable business segment is the electric utility segment (Electric Utility). For information regarding the revenues, income and assets attributable to Electric Utility, see Note 22 to the consolidated financial statements. Comparative financial information and discussion regarding Electric Utility can be found in Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Electric Utility consisL~ of KCP&L, a regulated utility, GMO's regulated utility operations and GMO Receivables Company. Electric Utility serves approximately 867,100 customers located in western Missouri and eastern Kansas. Customers include approximately 764,200 residences, I 00,400 commercial firms and 2,500 industrials, municipalities and other electric utilities. Electric Utility's retail revenues averaged approximately 93% of its total operating revenues over the last three years. Wholesale finn power, bulk power sales and miscellaneous electric revenues accounted for the remainder of Electric Utility's revenues. Electric Utility is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Electric Utility's total electric revenues were 100% of Great Plains Energy's revenues over the last three years. Electric Utility's net income accounted for approximately (242)% of Great Plains Energy's net loss in 2017 and 10 I% and 105% of Great Plains Energy's net income in 2016 and 2015, respectively.
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Table of Contents Anticipated Merger with Westar Energy, Inc.
In May 20 I 6, Great Plains Energy and Westar entered into an Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and GP Star, Inc. (GP Star) (Original Merger Agreement) in which Great Plains Energy would have acquired Westar for a combination of cash and shares of Great Plains Energy common stock. In April 2017, The State Corporation Commission of the State of Kansas (KCC) issued an order denying Great Plains Energy's, KCP&L's and Westar's joint application for the approval of the acquisition citing concerns with the purchase price, Great Plains Energy's capital structure, quantifiable and demonstrable customer benefits and staffing levels in Westar's service territory, among other items.
In July 2017, Great Plains Energy entered into an Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc., a Missouri corporation (Holdco), and King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco (Merger Sub) (Amended Merger Agreement). Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Pursuant to the Amended Merger Agreement, at closing each outstanding share of Great Plains Energy's and Westar's common stock will be converted into the right to receive 0.5981 and 1.0, respectively, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar.
The anticipated merger with West1r has been stmctured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company. See Note 2 to the consolidated financial statements for additional information concerning the anticipated merger with Westar.
Regulation KCP&L and GMO are regulated by the Public Service Commission of the State of Missouri (MPSC) and KCP&L is also regulated by KCC with respect to retail rates, certain accounting matters, standards of service and, in certain cases, the issuance of securities, certification of facilities and service territories. KCP&L and GMO are also subject to regulation by The Federal Energy Regulatory Commission (FERC) with respect to transmission, wholesale sales and rates, and other matters. KCP&L has a 47% ownership interest in Wolf Creek Generating Station (Wolf Creek), which is subject to regulation by the Nuclear Regulatory Commission (NRC) with respect to licensing, operations and safety-related requirements.
The table below summarizes the rate orders in effect for KCP&L's and GMO's retail rate jurisdictions.
The table below summarizes the rate orders in effect for KCP&L's and GMO's retail rate jurisdictions.
Allowed Return on Rate-Making Equity Regulator Equity Ratio Rate Base (in billions)
Allowed Return on             Rate-Making Equity Regulator                       Equity                         Ratio             Rate Base (in billions)           Effective Date KCP&L Missouri                         MPSC                           9.5%                           49.2%                       $2.5                     June 2017 KCP&L Kansas                             KCC                           9.3%                           50.5%                       $2.l                   October2015 GMO                                     MPSC                     9.5% -9.75%(*)                       (a)                         (a)                   February 2017 la) GM O's current rate order reflects a global settlement with an implied return on equity range of 9.5% - 9.75% and does not contain an agreed upon rate-making equity ratio or rate base.
Effective Date KCP&L Missouri MPSC 9.5% 49.2% $2.5 June 2017 KCP&L Kansas KCC 9.3% 50.5% $2.l October2015 GMO MPSC 9.5% -9.75%(*) (a) (a) February 2017 la) GM O's current rate order reflects a global settlement with an implied return on equity range of 9.5% -9.75% and does not contain an agreed upon rate-making equity ratio or rate base. Missouri and Kansas jurisdictional retail revenues averaged approximately 70% and 30%, respectively, of Electric Utility's total retail revenues over the last three years. See Item 7 MD&A, Critical Accounting Policies section, and Note 6 to the consolidated financial statements for additional information concerning regulato1y matters. 8 Table of Contents Competition Missomi and Kansas continue on the fully integrated and regulated retail utility model. As a result, KCP&L and GMO do not compete with others to supply and deliver electricity in its franchised service te1Titory, although other sources of energy can provide alternatives to retail electric utility customers.
Missouri and Kansas jurisdictional retail revenues averaged approximately 70% and 30%, respectively, of Electric Utility's total retail revenues over the last three years.
If Missouri or Kansas were to pass and implement legislation authorizing or mandating retail choice, Electric Utility may no longer be able to apply regulated utility accounting principles to deregulated portions of its operations and may be required to write off certain regulatory assets and liabilities.
See Item 7 MD&A, Critical Accounting Policies section, and Note 6 to the consolidated financial statements for additional information concerning regulato1y matters.
Electric Utility competes in the wholesale market to sell power in circumstances when the power it generates is not required for customers in its service territory.
8
This competition primarily occurs within the Southwest Power Pool, Inc. (SPP) Integrated Marketplace, in which KCP&L and GMO are participants.
 
Similar to other Regional Transmission Organization (RTO) or Independent System Operator (ISO) markets currently operating, this marketplace determines which generating units among market participants should run, within the operating constraints of a unit, at any given time for maximum regional cost-effectiveness.
Table of Contents Competition Missomi and Kansas continue on the fully integrated and regulated retail utility model. As a result, KCP&L and GMO do not compete with others to supply and deliver electricity in its franchised service te1Titory, although other sources of energy can provide alternatives to retail electric utility customers. If Missouri or Kansas were to pass and implement legislation authorizing or mandating retail choice, Electric Utility may no longer be able to apply regulated utility accounting principles to deregulated portions of its operations and may be required to write off certain regulatory assets and liabilities.
In this regard, Electric Utility competes with other regional power suppliers, principally other utilities within the SPP Integrated Marketplace, on the basis of availability and price. Electric Utility's wholesale revenues averaged approximately 5% of its total revenues over the last three years. Power Supply Electric Utility has approximately 6,500 MWs of total owned generating capacity and also purchases power to meet its customers' needs, to satisfy firm power commitments or to meet renewable energy standards.
Electric Utility competes in the wholesale market to sell power in circumstances when the power it generates is not required for customers in its service territory. This competition primarily occurs within the Southwest Power Pool, Inc. (SPP) Integrated Marketplace, in which KCP&L and GMO are participants. Similar to other Regional Transmission Organization (RTO) or Independent System Operator (ISO) markets currently operating, this marketplace determines which generating units among market participants should run, within the operating constraints of a unit, at any given time for maximum regional cost-effectiveness.
Electric Utility's purchased power from others, as a percentage of total MWhs generated and purchased, averaged approximately 26% over the last three years. Management believes Electric Utility will be able to obtain enough power to meet its future demands due to the coordination of planning and operations in the SPP region and existing power purchase agreements; however, price and availability of power purchases may be impacted during periods of high demand. Electric Utility's total capacity by fuel type, including both owned generating capacity and power purchase agreements, is detailed in the table below. Estimated 2018 Percent of Total Fuel Type MW Capacity Capacity Coal 3,433 44 % Nuclear 552 7 Natural gas and oil 2,342 30 Wind(a) 1,389 18 Solar, landfill gas and hydroelectric (b) 65 1 Total capacity 7,781 100 % (a) MWs are based on nameplate capacity of the wind facility.
In this regard, Electric Utility competes with other regional power suppliers, principally other utilities within the SPP Integrated Marketplace, on the basis of availability and price. Electric Utility's wholesale revenues averaged approximately 5% of its total revenues over the last three years.
Includes owned generating capacity of 149 MWs and long-tem1 power purchase agreement~
Power Supply Electric Utility has approximately 6,500 MWs of total owned generating capacity and also purchases power to meet its customers' needs, to satisfy firm power commitments or to meet renewable energy standards. Electric Utility's purchased power from others, as a percentage of total MWhs generated and purchased, averaged approximately 26% over the last three years. Management believes Electric Utility will be able to obtain enough power to meet its future demands due to the coordination of planning and operations in the SPP region and existing power purchase agreements; however, price and availability of power purchases may be impacted during periods of high demand.
of approximately 1,240 MWs of wind generation which expire in 2032 through 2037. th) Includes a long-term power purchase agreement for approximately 60 MWs of hydroelectric generation which expires in 2023. Electric Utility's projected peak summer demand for 2018 is approximately 5,200 MWs. Electric Utility expects to meet its projected capacity requirements for the foreseeable future with its existing generation assets and power and capacity purchases.
Electric Utility's total capacity by fuel type, including both owned generating capacity and power purchase agreements, is detailed in the table below.
KCP&L and GMO are members of the SPP. The SPP is a FERC-approved RTO with the responsibility to ensure reliable power supply, adequate transmission infrastructure and ensure competitive wholesale electricity prices in the region. As SPP members, KCP&L and GMO are required to maintain a minimum reserve margin of 12%. This net positive supply of capacity is maintained through generation asset ownership, capacity agreements, power purchase agreements and peak demand reduction programs.
Estimated 2018           Percent of Total Fuel Type                                                                                                                 MW Capacity                 Capacity Coal                                                                                                                                 3,433                     44 %
The reserve margin is designed to support reliability of the region's electric supply. 9 Table of Contents Fuel The principal fuel sources for Electric Utility's owned generation are coal and nuclear fuel. It is expected, with normal weather, that approximately 98% of 2018 net MWhs generated will come from these sources with the remainder provided by wind, natural gas and oil. The actual 2017 and estimated 2018 fuel mix and delivered cost in cents per net kilowatt hour (kWh) generated are outlined in the following table. Fuel Coal Nuclear Fuel cost in cents per Fuel Mix <*J net kWh generated Estimated Actual 2018 77 % 21 2017 75 % 23 Estimated Actual 2018 2017 1.84 1.81 0.62 0.69 Natural gas and oil Wind <I 2 7.46 15.19 Total owned generation 100 % 100% 1.42 1.62 (,) Fuel mix based on percent of net MWbs generated.
Nuclear                                                                                                                                 552                       7 Natural gas and oil                                                                                                                   2,342                       30 Wind(a)                                                                                                                               1,389                       18 Solar, landfill gas and hydroelectric (b)                                                                                                 65                       1 Total capacity                                                                                                                     7,781                     100 %
Coal During 2018, Electric Utility's generating units, including jointly owned units, are projected to burn approximately 11 million tons of coal. KCP&L and GMO have entered into coal-purchase contracts with various suppliers in Wyoming's Powder River Basin (PRB), the nation's principal supply region oflow-sulfur coal, and with local suppliers.
(a) MWs are based on nameplate capacity of the wind facility. Includes owned generating capacity of 149 MWs and long-tem1 power purchase agreement~ of approximately 1,240 MWs of wind generation which expire in 2032 through 2037.
The coal to be provided under these contracts is expected to satisfy approximately 95% of the projected coal requirements for 2018 and approximately 40% for 2019. The remainder of the coal requirements is expected to be fulfilled through additional contracts or spot market purchases.
th) Includes a long-term power purchase agreement for approximately 60 MWs of hydroelectric generation which expires in 2023.
KCP&L and GMO have also entered into rail transportation contracts with various railroads to transport coal from the PRB to their generating units. The transportation services to be provided under these contracts are expected to satisfy almost all of the projected transportation requirements for 2018. The contract rates adjust for changes in railroad costs. Nuclear Fuel KCP&L owns 47% of Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for Wolf Creek, which is Electric Utility's only nuclear generating unit. Wolf Creek purchases uranium and has it processed for use as fuel in its reactor. This process involves conversion of uranium concentrates to uranium hexafluoride, enrichment of uranium hexafluoride and fabrication of nuclear fuel assemblies.
Electric Utility's projected peak summer demand for 2018 is approximately 5,200 MWs. Electric Utility expects to meet its projected capacity requirements for the foreseeable future with its existing generation assets and power and capacity purchases.
The owners of Wolf Creek have on hand or under contract all of the uranium and conversion services needed to operate Wolf Creek through March 2027. The owners also have under contract all of the uranium enrichment and fabrication required to operate Wolf Creek through March 2027 and September 2025, respectively.
KCP&L and GMO are members of the SPP. The SPP is a FERC-approved RTO with the responsibility to ensure reliable power supply, adequate transmission infrastructure and ensure competitive wholesale electricity prices in the region. As SPP members, KCP&L and GMO are required to maintain a minimum reserve margin of 12%. This net positive supply of capacity is maintained through generation asset ownership, capacity agreements, power purchase agreements and peak demand reduction programs. The reserve margin is designed to support reliability of the region's electric supply.
See Note 5 to the consolidated financial statements for additional information regarding nuclear plant. Environmental Matters See Note 15 to the consolidated financial statements for information regarding environmental matters. KANSAS CITY POWER & LIGHT COMPANY KCP&L, a Missouri corporation incorporated in 1922 and headquartered in Kansas City, Missouri, is an integrated, regulated electric utility that engages in the generation, transmission, distribution and sale of electricity.
9
KCP&L serves approximately 542,500 customers located in western Missouri and eastern Kansas. Customers include approximately 479,300 residences, 61,200 commercial finns, and 2,000 industrials, municipalities and other electric 10 Table of Contents utilities.
 
KCP&L's retail revenues averaged approximately 92% of its total operating revenues over the last three years. Wholesale finn power, bulk power sales and miscellaneous electric revenues accounted for the remainder ofKCP&L's revenues.
Table of Contents Fuel The principal fuel sources for Electric Utility's owned generation are coal and nuclear fuel. It is expected, with normal weather, that approximately 98% of 2018 net MWhs generated will come from these sources with the remainder provided by wind, natural gas and oil. The actual 2017 and estimated 2018 fuel mix and delivered cost in cents per net kilowatt hour (kWh) generated are outlined in the following table.
KCP&L is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Missouri and Kansas jurisdictional retail revenues averaged approximately 57% and 43%, respectively, of total retail revenues over the last three years. Great Plains Energy and KCP&L Employees At December 31, 2017, Great Plains Energy and KCP&L had 2,709 employees, including 1,664 represented by three local unions of the International Brotherhood of Electrical Workers (IBEW). KCP&L has labor agreements with Local 1613, representing clerical employees (expires March 31, 2018), with Local 1464, representing transmission and distribution workers (expires February 28, 2018), and with Local 412, representing power plant workers (expires February 28, 2021). Executive Officers All of the individuals in the following table have been officers or employees in the responsible positions with the Company noted below for the past five years unless othe1wise indicated in the footnotes.
Fuel cost in cents per Fuel Mix <*J                   net kWh generated Estimated             Actual          Estimated          Actual Fuel                                                                          2018                 2017              2018              2017 Coal                                                                              77 %                 75 %             1.84             1.81 Nuclear                                                                          21                    23                0.62             0.69 Natural gas and oil                                                               <I                                     7.46           15.19 Wind                                                                              2 Total owned generation                                                       100 %                 100%               1.42             1.62
The executive officers were reappointed to the indicated positions by the respective boards of directors, effective January 1, 2018, to hold such positions until their resignation, removal or the appointment of their successors.
(,) Fuel mix based on percent of net MWbs generated.
There are no family relationships between any of the executive officers, nor any arrangement or understanding between any executive officer and any other person involved in officer selection.
Coal During 2018, Electric Utility's generating units, including jointly owned units, are projected to burn approximately 11 million tons of coal. KCP&L and GMO have entered into coal-purchase contracts with various suppliers in Wyoming's Powder River Basin (PRB), the nation's principal supply region oflow-sulfur coal, and with local suppliers. The coal to be provided under these contracts is expected to satisfy approximately 95% of the projected coal requirements for 2018 and approximately 40%
Each executive officer holds the same position with GMO as he or she does with KCP&L. ' Name Age Teny Bassham (a) 57 Kevin E. Bryant (b) 42 Steven P. Busser (cl 49 Charles A Caisley (d) 45 Ellen E. Fairchild (0) 56 Heather A. Humphrey (t) 47 Darrin R. Ives (gJ 48 Lori A. Wright (hJ 55 Current Position(s)
for 2019. The remainder of the coal requirements is expected to be fulfilled through additional contracts or spot market purchases.
Chairman of the Board, President and Chief Executive Officer-Great Plains Energy and KCP&L Senior Vice President
KCP&L and GMO have also entered into rail transportation contracts with various railroads to transport coal from the PRB to their generating units. The transportation services to be provided under these contracts are expected to satisfy almost all of the projected transportation requirements for 2018. The contract rates adjust for changes in railroad costs.
-Finance and Strategy and ChiefFinancial Officer -Great Plains Energy and KCP&L Vice President  
Nuclear Fuel KCP&L owns 47% of Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for Wolf Creek, which is Electric Utility's only nuclear generating unit. Wolf Creek purchases uranium and has it processed for use as fuel in its reactor.
-Risk Management and Controller
This process involves conversion of uranium concentrates to uranium hexafluoride, enrichment of uranium hexafluoride and fabrication of nuclear fuel assemblies. The owners of Wolf Creek have on hand or under contract all of the uranium and conversion services needed to operate Wolf Creek through March 2027. The owners also have under contract all of the uranium enrichment and fabrication required to operate Wolf Creek through March 2027 and September 2025, respectively.
-Great Plains Energy and KCP&L Vice President
See Note 5 to the consolidated financial statements for additional information regarding nuclear plant.
-Marketing and Public Affairs -Great Plains Energy and KCP&L Vice President, Chief Compliance Officer and Corporate Secretary
Environmental Matters See Note 15 to the consolidated financial statements for information regarding environmental matters.
-Great Plains Energy and KCP&L Senior Vice President  
KANSAS CITY POWER & LIGHT COMPANY KCP&L, a Missouri corporation incorporated in 1922 and headquartered in Kansas City, Missouri, is an integrated, regulated electric utility that engages in the generation, transmission, distribution and sale of electricity. KCP&L serves approximately 542,500 customers located in western Missouri and eastern Kansas. Customers include approximately 479,300 residences, 61,200 commercial finns, and 2,000 industrials, municipalities and other electric 10
-Corporate Services and General Counsel -Great Plains Energy and KCP&L Vice President
 
-Regulatory Affairs -KCP&L Vice President  
Table of Contents utilities. KCP&L's retail revenues averaged approximately 92% of its total operating revenues over the last three years. Wholesale finn power, bulk power sales and miscellaneous electric revenues accounted for the remainder ofKCP&L's revenues. KCP&L is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Missouri and Kansas jurisdictional retail revenues averaged approximately 57% and 43%, respectively, of total retail revenues over the last three years.
-Corporate Planning, Investor Relations and Treasurer-Great Plains Energy and KCP&L Year First Assumed an Officer Position 2005 2006 2014 2011 2010 2010 2013 2002 (a) Mr. Bassham was appointed Chairman of the Board in May 2013 and has served as ChiefExecutive Officer of Great Plains Energy, KCP&L and GMO since 2012. He has served as President ofcach company since 2011. He previously served as President and Chief Operating Officer of Great Plains Energy, KCP&L and GMO (2011-2012)and as Executive Vice President-Utility Operations ofKCP&L and GMO (2010-2011).
Great Plains Energy and KCP&L Employees At December 31, 2017, Great Plains Energy and KCP&L had 2,709 employees, including 1,664 represented by three local unions of the International Brotherhood of Electrical Workers (IBEW). KCP&L has labor agreements with Local 1613, representing clerical employees (expires March 31, 2018), with Local 1464, representing transmission and distribution workers (expires February 28, 2018),
He was Executive Vice President -Finance and Strategic Development and ChiefFinaneial Officer of Great Plains Energy (2005-20 l 0) and ofKCP&L and GMO (2009-2010). (bl Mr. Bryant was appointed Senior Vice President  
and with Local 412, representing power plant workers (expires February 28, 2021).
-Finance and Strategy and ChiefFinancial Officer of Great Plains Energy, KCP&L and GMO in 2015. He previously served as Vice President  
Executive Officers All of the individuals in the following table have been officers or employees in the responsible positions with the Company noted below for the past five years unless othe1wise indicated in the footnotes. The executive officers were reappointed to the indicated positions by the respective boards of directors, effective January 1, 2018, to hold such positions until their resignation, removal or the appointment of their successors. There are no family relationships between any of the executive officers, nor any arrangement or understanding between any executive officer and any other person involved in officer selection. Each executive officer holds the same position with GMO as he or she does with KCP&L.                         '
-Strategic Planning of Great Plains Energy, KCP&L and GMO (2014). He served as Vice President  
Year First Assumed an Name                       Age                                     Current Position(s)                              Officer Position Teny Bassham (a)                               57       Chairman of the Board, President and Chief Executive Officer- Great Plains            2005 Energy and KCP&L Kevin E. Bryant (b)                             42       Senior Vice President - Finance and Strategy and ChiefFinancial Officer - Great      2006 Plains Energy and KCP&L Steven P. Busser (cl                           49       Vice President - Risk Management and Controller - Great Plains Energy and            2014 KCP&L Charles A Caisley   (d)                       45       Vice President - Marketing and Public Affairs - Great Plains Energy and KCP&L        2011 Ellen E. Fairchild (0 )                         56       Vice President, Chief Compliance Officer and Corporate Secretary - Great Plains      2010 Energy and KCP&L Heather A. Humphrey     (t)                   47       Senior Vice President - Corporate Services and General Counsel - Great Plains        2010 Energy and KCP&L Darrin R. Ives (gJ                             48       Vice President - Regulatory Affairs - KCP&L                                          2013 Lori A. Wright (hJ                             55       Vice President - Corporate Planning, Investor Relations and Treasurer- Great         2002 Plains Energy and KCP&L (a)  Mr. Bassham was appointed Chairman of the Board in May 2013 and has served as ChiefExecutive Officer of Great Plains Energy, KCP&L and GMO since 2012. He has served as President ofcach company since 2011. He previously served as President and Chief Operating Officer of Great Plains Energy, KCP&L and GMO (2011-2012)and as Executive Vice President- Utility Operations ofKCP&L and GMO (2010-2011). He was Executive Vice President -Finance and Strategic Development and ChiefFinaneial Officer of Great Plains Energy (2005-20 l 0) and ofKCP&L and GMO (2009-2010).
-Investor Relations and Strategic Planning and TreasurerofGreat Plains Energy, KCP&L and GMO (2013). He served as Vice President  
(bl  Mr. Bryant was appointed Senior Vice President - Finance and Strategy and ChiefFinancial Officer of Great Plains Energy, KCP&L and GMO in 2015.
-Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO (2011-2013).
He previously served as Vice President - Strategic Planning of Great Plains Energy, KCP&L and GMO (2014). He served as Vice President - Investor Relations and Strategic Planning and TreasurerofGreat Plains Energy, KCP&L and GMO (2013). He served as Vice President - Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO (2011-2013). He was Vice Presiderit - Strategy and Risk Management ofKCP&L and GMO (201 l) and Vice President - Energy Solutions (2006-2011) ofKCP&L and GMO.
He was Vice Presiderit
11
-Strategy and Risk Management ofKCP&L and GMO (201 l) and Vice President
 
-Energy Solutions (2006-2011) ofKCP&L and GMO. 11 Table of Contents (cl Mr. Busser was appointed Vice President  
Table of Contents (cl  Mr. Busser was appointed Vice President - Risk Management and Controller of Great Plains Energy, KCP&L and GMO in 2016. He previously served as Vice President - Business Planning and Controller of Great Plains Energy, KCP&L and GMO (2014-2016). He served as Vice President -Treasurer ofEI Paso Electric Company (2011-2014). Prior to that, he served as Vice President -Treasurer and Chief Risk Officer(2006-201 l) and Vice President -
-Risk Management and Controller of Great Plains Energy, KCP&L and GMO in 2016. He previously served as Vice President
Regulatory Affairs and Treasurer (2004-2006) of El Paso Electric Company.
-Business Planning and Controller of Great Plains Energy, KCP&L and GMO (2014-2016).
(dl  Mr. Caislcy was appointed Vice President - Marketing and Public Affairs of Great Plains Energy, KCP&L and GMO in 2011. He was Senior Director of Public Affairs (2008-2011) and Director ofGovemmental Affairs ofKCP&L (2007-2008).
He served as Vice President -Treasurer ofEI Paso Electric Company (2011-2014).
(el  Ms. Fairchild was appointed Vice President, Chief Compliance Officer and Corporate Secretary of Great Plains Energy, KCP&L and GMO in 2010. She was Senior Director of Investor Relations and Assistant Secretary (2010) and Director of Investor Relations (2008-2010) of Great Plains Energy, KCP&L and GMO.
Prior to that, he served as Vice President -Treasurer and Chief Risk Officer(2006-201 l) and Vice President
cl)  Ms. Humphrey was appointed Senior Vice President - Corporate Services and General Counsel of Great Plains Energy, KCP&L and GMO in 2016. She previously served as General Counsel (2010-2016) and Senior Vice President - Human Resources of Great Plains Energy, KCP&L and GMO (2012-2016). She served as Vice President - Human Resources of Great Plains Energy, KCP&L and GMO (20I0-2012). She was Senior Director of Human Resources and Interim General Counsel of Great Plains Energy, KCP&L and GMO (2010) and Managing Attorney ofKCP&L (2007-2010).
-Regulatory Affairs and Treasurer (2004-2006) of El Paso Electric Company. (dl Mr. Caislcy was appointed Vice President  
(gl  Mr. Ives was appointed Vice President - Regulatory Affairs ofKCP&L and GMO in 2013. He previously served as Senior Director- Regulatory Affairs of KCP&L and GMO (2011-2013). He was Assistant Controller of Great Plains Energy, KCP&L and GMO (2008 -2011).
-Marketing and Public Affairs of Great Plains Energy, KCP&L and GMO in 2011. He was Senior Director of Public Affairs (2008-2011) and Director ofGovemmental Affairs ofKCP&L (2007-2008). (el Ms. Fairchild was appointed Vice President, Chief Compliance Officer and Corporate Secretary of Great Plains Energy, KCP&L and GMO in 2010. She was Senior Director of Investor Relations and Assistant Secretary (2010) and Director of Investor Relations (2008-2010) of Great Plains Energy, KCP&L and GMO. cl) Ms. Humphrey was appointed Senior Vice President
(hJ Ms. Wright was appointed Vice President - Corporate Planning, Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO in 2016. She previously served as Vice President - Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO (2014-2016). She served as Vice President - Business Planning and Controller of Great Plains Energy, KCP&L and GMO (2009-2014). She was Controller of Great Plains Energy and KCP&L (2002-2008) and GMO (2008).
-Corporate Services and General Counsel of Great Plains Energy, KCP&L and GMO in 2016. She previously served as General Counsel (2010-2016) and Senior Vice President
Available Information Great Plains Energy's website is www.greatplainsenergy.com and KCP&L's website is www.kcpl.com. Information contained on these websites is not incorporated herein. The Companies make available, free of charge, on or through their websites, their annual reports on Form l 0-K, quarterly report<; on Form l 0-Q, current reports on Fonn 8-K and amendments to those report'> filed or furnished pursuant to Section l 3(a) or l 5(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), as soon as reasonably practicable after the companies electronically file such material with, or furnish it to, the SEC. In addition, the Companies make available on or through their websites all other reports, notifications and certifications filed electronically with the SEC.
-Human Resources of Great Plains Energy, KCP&L and GMO (2012-2016). She served as Vice President  
The public may read and copy any materials that the Companies file with the SEC at the SEC's Public Reference Room at I 00 F Street, NE, Washington, DC 20549. For infonnation on the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.
-Human Resources of Great Plains Energy, KCP&L and GMO (20I0-2012).
She was Senior Director of Human Resources and Interim General Counsel of Great Plains Energy, KCP&L and GMO (2010) and Managing Attorney ofKCP&L (2007-2010). (gl Mr. Ives was appointed Vice President
-Regulatory Affairs ofKCP&L and GMO in 2013. He previously served as Senior Director-Regulatory Affairs of KCP&L and GMO (2011-2013).
He was Assistant Controller of Great Plains Energy, KCP&L and GMO (2008 -2011). (hJ Ms. Wright was appointed Vice President  
-Corporate Planning, Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO in 2016. She previously served as Vice President  
-Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO (2014-2016).
She served as Vice President  
-Business Planning and Controller of Great Plains Energy, KCP&L and GMO (2009-2014).
She was Controller of Great Plains Energy and KCP&L (2002-2008) and GMO (2008). Available Information Great Plains Energy's website is www.greatplainsenergy.com and KCP&L's website is www.kcpl.com.
Information contained on these websites is not incorporated herein. The Companies make available, free of charge, on or through their websites, their annual reports on Form l 0-K, quarterly report<; on Form l 0-Q, current reports on Fonn 8-K and amendments to those report'> filed or furnished pursuant to Section l 3(a) or l 5(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), as soon as reasonably practicable after the companies electronically file such material with, or furnish it to, the SEC. In addition, the Companies make available on or through their websites all other reports, notifications and certifications filed electronically with the SEC. The public may read and copy any materials that the Companies file with the SEC at the SEC's Public Reference Room at I 00 F Street, NE, Washington, DC 20549. For infonnation on the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy statements and other information regarding the Companies.
The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy statements and other information regarding the Companies.
Investors should note that the Companies announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, the Companies may use the Investor Relations section of Great Plains Energy's website (www.greatplainsenergy.com) to communicate with investors about Great Plains Energy and KCP&L. It is possible that the financial and other information posted there could be deemed to be material information.
Investors should note that the Companies announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, the Companies may use the Investor Relations section of Great Plains Energy's website (www.greatplainsenergy.com) to communicate with investors about Great Plains Energy and KCP&L. It is possible that the financial and other information posted there could be deemed to be material information. TI1e infornrntion on Great Plains Energy's website is not part of this document.
TI1e infornrntion on Great Plains Energy's website is not part of this document.
ITEM lA. RISK FACTORS Risks Relating to the Anticipated Merger with Westar:
ITEM lA. RISK FACTORS Risks Relating to the Anticipated Merger with Westar: The value of the shares of Holdco common stock that Great Plains Energy's shareholders receive upo11 the consummation o.f the anticipated merger may be less than the value of the shares of Great Plains Energy 12 Table of Contents common stock as of the date of the Amended Merger Agreement, the date of this report or the date of the shareholders' meeting. The exchange ratio for Great Plains Energy in the Amended Merger Agreement is fixed and will not be adjusted in the event of any change in the stock price of Great Plains Energy prior to the anticipated merger. A significant amount of time will have elapsed between the dates when the shareholders of Great Plains Energy voted to approve the Amended Merger Agreement at the shareholders' meeting on November 2 l, 20 l 7, and the date when the anticipated merger is completed.
The value of the shares of Holdco common stock that Great Plains Energy's shareholders receive upo11 the consummation o.f the anticipated merger may be less than the value of the shares of Great Plains Energy 12
The absolute and relative price of shares of Great Plains Energy common stock may vary significantly between the date of the meetings, the date of this report and the date of the completion of the anticipated merger. These variations may be caused by, among other things, changes in the businesses, operations, results or prospect<;
 
of Great Plains Energy and Westar, market expectations of the likelihood that the anticipated merger will be completed and the timing of completion, the prospects of post-merger operations, general market and economic conditions and other factors. In addition, it is impossible to predict accurately the market price of the Holdco common stock to be received by Great Plains Energy shareholders atlerthe completion of the anticipated merger. Accordingly, the price of Great Plains Energy common stock on the date of this report and on the date of the meetings may not be indicative of the price immediately prior to completion of the anticipated merger and the price of Holdco common stock after the anticipated merger is completed.
Table of Contents common stock as of the date of the Amended Merger Agreement, the date of this report or the date of the shareholders' meeting.
The exchange ratio for Great Plains Energy in the Amended Merger Agreement is fixed and will not be adjusted in the event of any change in the stock price of Great Plains Energy prior to the anticipated merger. A significant amount of time will have elapsed between the dates when the shareholders of Great Plains Energy voted to approve the Amended Merger Agreement at the shareholders' meeting on November 2 l, 20 l 7, and the date when the anticipated merger is completed. The absolute and relative price of shares of Great Plains Energy common stock may vary significantly between the date of the meetings, the date of this report and the date of the completion of the anticipated merger. These variations may be caused by, among other things, changes in the businesses, operations, results or prospect<; of Great Plains Energy and Westar, market expectations of the likelihood that the anticipated merger will be completed and the timing of completion, the prospects of post-merger operations, general market and economic conditions and other factors. In addition, it is impossible to predict accurately the market price of the Holdco common stock to be received by Great Plains Energy shareholders atlerthe completion of the anticipated merger. Accordingly, the price of Great Plains Energy common stock on the date of this report and on the date of the meetings may not be indicative of the price immediately prior to completion of the anticipated merger and the price of Holdco common stock after the anticipated merger is completed.
The ability of Great Plains Energy and Westar to complete the anticipated merger is subject to various closing co11ditio11s, illcludi11g the receipt of co11se11ts and approvals from govemme11tal authorities, which may impose conditions that could adversely affect Great Plains Energy or cause the anticipated merger to be abandoned.
The ability of Great Plains Energy and Westar to complete the anticipated merger is subject to various closing co11ditio11s, illcludi11g the receipt of co11se11ts and approvals from govemme11tal authorities, which may impose conditions that could adversely affect Great Plains Energy or cause the anticipated merger to be abandoned.
To complete the anticipated merger, (l) each of Great Plains Energy and Westar must also make certain filings with and obtain certain consents and approvals from various govemment'll and regulatory authorities, (2) the listing on the New York Stock Exchange of the shares of Holdco common stock to be issued to Great Plains Energy and West'lr shareholders in the anticipated merger must be approved, (3) there cannot be any material adverse effect with respect to Great Plains Energy, Westar and their respective subsidiaries, (4) there cannot be any laws or judgments, whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the anticipated merger, (5) subject to certain materiality exceptions, the representations and warranties made by Great Plains Energy and Westar, respectively, must be accurate and the parties must comply with their respective obligations under the Amended Merger Agreement, (6) Great Plains Energy and Westar must receive certain tax opinions, (7) there cannot be any shares of Great Plains Energy preference stock outstanding and (8) Great Plains Energy must have not less than $1.25 billion in cash or cash equivalents on its balance sheet. If the foregoing conditions are not satisfied or waived, one or both of Great Plains Energy and Westar would not be required to complete the merger. Great Plains Energy and Westar have not yet obtained the regulatory consents and approvals required to complete the anticipated merger. Governmental or regulatory agencies could seek to block or challenge the anticipated merger or could impose restrictions they deem necessary or desirable in the public interest as a condition to approving the anticipated merger. Great Plains Energy and Westar will be unable to complete the anticipated merger until the consents and approvals have been received from KCC, the MPSC, the NRC, FERC and The Federal Communication Commission (FCC) (collectively referred to as the "required governmental approvals").
To complete the anticipated merger, (l) each of Great Plains Energy and Westar must also make certain filings with and obtain certain consents and approvals from various govemment'll and regulatory authorities, (2) the listing on the New York Stock Exchange of the shares of Holdco common stock to be issued to Great Plains Energy and West'lr shareholders in the anticipated merger must be approved, (3) there cannot be any material adverse effect with respect to Great Plains Energy, Westar and their respective subsidiaries, (4) there cannot be any laws or judgments, whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the anticipated merger, (5) subject to certain materiality exceptions, the representations and warranties made by Great Plains Energy and Westar, respectively, must be accurate and the parties must comply with their respective obligations under the Amended Merger Agreement, (6) Great Plains Energy and Westar must receive certain tax opinions, (7) there cannot be any shares of Great Plains Energy preference stock outstanding and (8) Great Plains Energy must have not less than $1.25 billion in cash or cash equivalents on its balance sheet. If the foregoing conditions are not satisfied or waived, one or both of Great Plains Energy and Westar would not be required to complete the merger.
Regulatory authorities may impose certain requirements or obligations as conditions for their approval.
Great Plains Energy and Westar have not yet obtained the regulatory consents and approvals required to complete the anticipated merger. Governmental or regulatory agencies could seek to block or challenge the anticipated merger or could impose restrictions they deem necessary or desirable in the public interest as a condition to approving the anticipated merger. Great Plains Energy and Westar will be unable to complete the anticipated merger until the consents and approvals have been received from KCC, the MPSC, the NRC, FERC and The Federal Communication Commission (FCC) (collectively referred to as the "required governmental approvals").
The Amended Merger Agreement may require Great Plains Energy and/or Westar to accept conditions from these regulators that could adversely impact the combined company. If the required govemment'll approvals are not received, or they are not received on tenns that satisfy the conditions set forth in the Amended Merger Agreement, then neither Great Plains Energy nor Westar will be obligated to complete the anticipated merger. In December 2017, the Federal Trade Commission (FTC) granted Great Plains Energy's request for early termination of the waiting period under the Hait-Scott-Rodino (HSR) Act. Even after the statutory waiting period under the antitmst laws and even after completion of the anticipated merger, governmental authorities could seek to block or challenge the anticipated merger as they deem necessary or desirable in tl1e public interest.
Regulatory authorities may impose certain requirements or obligations as conditions for their approval. The Amended Merger Agreement may require Great Plains Energy and/or Westar to accept conditions from these regulators that could adversely impact the combined company. If the required govemment'll approvals are not received, or they are not received on tenns that satisfy the conditions set forth in the Amended Merger Agreement, then neither Great Plains Energy nor Westar will be obligated to complete the anticipated merger.
In addition, in some jurisdictions, a private party could initiate an action under the antitrust laws challenging or seeking to enjoin the anticipated merger, before or atler it is completed.
In December 2017, the Federal Trade Commission (FTC) granted Great Plains Energy's request for early termination of the waiting period under the Hait-Scott-Rodino (HSR) Act.
Great Plains 13 -----~,
Even after the statutory waiting period under the antitmst laws and even after completion of the anticipated merger, governmental authorities could seek to block or challenge the anticipated merger as they deem necessary or desirable in tl1e public interest. In addition, in some jurisdictions, a private party could initiate an action under the antitrust laws challenging or seeking to enjoin the anticipated merger, before or atler it is completed. Great Plains 13
Table of Contents Energy or Westar may not prevail and may incur significant costs in defending or settling any action under the antitrust laws. The shareholders' meetings at which the Great Plains Energy shareholders and the Westar shareholders voted to approve the transactions contemplated by the Amended Merger Agreement took place before all such approvals have been obtained and before the terms of any conditions to obtain such approvals tlrnt may be imposed are known. As a result, Great Plains Energy and Westar may make decisions after the meetings to waive a condition or approve certain actions required to obtain necessary approvals without seeking further shareholder approval.
 
Such actions could have an adverse effect on the combined company. In addition, the Amended Merger Agreement contains other customary closing conditions, which may not be satisfied or waived. If Great Plains Energy and Westar are unable to complete the anticipated merger, Great Plains Energy would be subject to a number of risks, including the following:
Table of Contents Energy or Westar may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.
The shareholders' meetings at which the Great Plains Energy shareholders and the Westar shareholders voted to approve the transactions contemplated by the Amended Merger Agreement took place before all such approvals have been obtained and before the terms of any conditions to obtain such approvals tlrnt may be imposed are known. As a result, Great Plains Energy and Westar may make decisions after the meetings to waive a condition or approve certain actions required to obtain necessary approvals without seeking further shareholder approval. Such actions could have an adverse effect on the combined company.
In addition, the Amended Merger Agreement contains other customary closing conditions, which may not be satisfied or waived.
If Great Plains Energy and Westar are unable to complete the anticipated merger, Great Plains Energy would be subject to a number of risks, including the following:
Great Plains Energy would not realize the anticipated benefits of the anticipated merger, including, among other things, increased operating efficiencies and future cost savings; the attention of management of Great Plains Energy may have been diverted to the anticipated merger rather than to its own operations and the pursuit of other opportunities that could have been beneficial; the potential loss of key personnel during the pendency of the anticipated merger as employees may experience uncertainty about their future roles with the combined company; Great Plains Energy will have been subject to certain restrictions on the conduct of their businesses, which may prevent Great Plains Energy from making certain acquisitions or dispositions or pursuing certain business opportunities while the anticipated merger is pending; and the trading price of Great Plains Energy common stock may decline to the extent that the current market price reflects a market assumption that the anticipated merger will be completed.
Great Plains Energy would not realize the anticipated benefits of the anticipated merger, including, among other things, increased operating efficiencies and future cost savings; the attention of management of Great Plains Energy may have been diverted to the anticipated merger rather than to its own operations and the pursuit of other opportunities that could have been beneficial; the potential loss of key personnel during the pendency of the anticipated merger as employees may experience uncertainty about their future roles with the combined company; Great Plains Energy will have been subject to certain restrictions on the conduct of their businesses, which may prevent Great Plains Energy from making certain acquisitions or dispositions or pursuing certain business opportunities while the anticipated merger is pending; and the trading price of Great Plains Energy common stock may decline to the extent that the current market price reflects a market assumption that the anticipated merger will be completed.
Great Plains Energy can provide no assurance that the various closing conditions will be satisfied and that the required governmental approvals and other approvals will be obtained, or that any required conditions will not materially adversely affect the combined company following the anticipated merger. In addition, Great Plains Energy can provide no assurance that these conditions will not result in the abandonment or delay of the anticipated merger. The occtmence of any of these events individually or in combination could have a material adverse effect on tl1e companies' results of operations and the trading price of Great Plains Energy common stock. The Amended Merger Agreement contains provisions that limit Great Plains Energy's ability to pursue alternatives to the anticipated merger, could discourage a potential acquil'er of Great Plains Energy from making a favorable alternative transaction proposal and, in certain circumstances, could require Great Plains Energy to pay a termi11atio11 Jee to the other party. Under the Amended Merger Agreement, Great Plains Energy and Westar each are restricted from entering into alternative transactions.
Great Plains Energy can provide no assurance that the various closing conditions will be satisfied and that the required governmental approvals and other approvals will be obtained, or that any required conditions will not materially adversely affect the combined company following the anticipated merger. In addition, Great Plains Energy can provide no assurance that these conditions will not result in the abandonment or delay of the anticipated merger. The occtmence of any of these events individually or in combination could have a material adverse effect on tl1e companies' results of operations and the trading price of Great Plains Energy common stock.
Unless and until the Amended Merger Agreement is terminated, subject to specified exceptions, each party is restricted from soliciting, initiating or knowingly encouraging, inducing or facilitating, or participating in any discussions or negotiations with any person regarding, or cooperating in any way with any person with respect to, any alternative proposal or any inquiry or proposal that would reasonably be expected to lead to an alternative proposal.
The Amended Merger Agreement contains provisions that limit Great Plains Energy's ability to pursue alternatives to the anticipated merger, could discourage a potential acquil'er of Great Plains Energy from making a favorable alternative transaction proposal and, in certain circumstances, could require Great Plains Energy to pay a termi11atio11 Jee to the other party.
Great Plains Energy and Westar each may tem1inate the Amended Merger Agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including compliance with the provisions of the Amended Merger Agreement restricting solicitation of alternative proposals and requiring payment of a termination fee in certain circumstances.
Under the Amended Merger Agreement, Great Plains Energy and Westar each are restricted from entering into alternative transactions.
These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Great Plains Energy from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher market value 14 -_J
Unless and until the Amended Merger Agreement is terminated, subject to specified exceptions, each party is restricted from soliciting, initiating or knowingly encouraging, inducing or facilitating, or participating in any discussions or negotiations with any person regarding, or cooperating in any way with any person with respect to, any alternative proposal or any inquiry or proposal that would reasonably be expected to lead to an alternative proposal. Great Plains Energy and Westar each may tem1inate the Amended Merger Agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including compliance with the provisions of the Amended Merger Agreement restricting solicitation of alternative proposals and requiring payment of a termination fee in certain circumstances. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Great Plains Energy from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher market value 14
,--Table of Contents than the market value proposed to be received or realized in the anticipated merger, or might result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.
                                                                                                                                        - _J
As a result of these restrictions, Great Plains Energy may not be able to enter into an agreement with respect to a more favorable alternative transaction without incuning potentially significant liability to Westar. The Amended Merger Agreement provides that in connection with the termination of the Amended Merger Agreement under specified circumstances relating to a failure to obtain regulatory approvals, a final and nonappealable order enjoining the consummation of the anticipated merger in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the Amended Merger Agreement to consummate the closing of the anticipated merger once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar a tem1ination fee of $190 million. In addition, in the event that the Amended Merger Agreement is terminated by Westar under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Westar may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the Amended Merger Agreement is tem1inated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Great Plains Energy may be required to pay Westar a termination fee of $190 million. Great Plains Energy will be subject to various uncertainties while the anticipated merger is pendi11g that may cause disruption and may make it more difficult to maintain relationships with employees, suppliers, or customers.
 
Table of Contents than the market value proposed to be received or realized in the anticipated merger, or might result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. As a result of these restrictions, Great Plains Energy may not be able to enter into an agreement with respect to a more favorable alternative transaction without incuning potentially significant liability to Westar.
The Amended Merger Agreement provides that in connection with the termination of the Amended Merger Agreement under specified circumstances relating to a failure to obtain regulatory approvals, a final and nonappealable order enjoining the consummation of the anticipated merger in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the Amended Merger Agreement to consummate the closing of the anticipated merger once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar a tem1ination fee of $190 million. In addition, in the event that the Amended Merger Agreement is terminated by Westar under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Westar may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the Amended Merger Agreement is tem1inated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Great Plains Energy may be required to pay Westar a termination fee of $190 million.
Great Plains Energy will be subject to various uncertainties while the anticipated merger is pendi11g that may cause disruption and may make it more difficult to maintain relationships with employees, suppliers, or customers.
Uncertainty about the effect of the anticipated merger on employees, suppliers and customers may have an adverse effect on Great Plains Energy. These uncertainties may impair the ability of Great Plains Energy to attract, retain and motivate key personnel until the anticipated merger is completed and for a period of time thereafter, and could cause customers, suppliers and others that deal with Great Plains Energy to seek to change or tenninate existing business relationships with Great Plains Energy or not enter into new relationships or transactions.
Uncertainty about the effect of the anticipated merger on employees, suppliers and customers may have an adverse effect on Great Plains Energy. These uncertainties may impair the ability of Great Plains Energy to attract, retain and motivate key personnel until the anticipated merger is completed and for a period of time thereafter, and could cause customers, suppliers and others that deal with Great Plains Energy to seek to change or tenninate existing business relationships with Great Plains Energy or not enter into new relationships or transactions.
Employee retention and recruitment may be particularly challenging prior to the completion of the anticipated merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company. If, despite Great Plains Energy's retention and recruiting efforts, key employees depart or fail to continue employment because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, Great Plains Energy's financial results could be adversely affected.
Employee retention and recruitment may be particularly challenging prior to the completion of the anticipated merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company. If, despite Great Plains Energy's retention and recruiting efforts, key employees depart or fail to continue employment because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, Great Plains Energy's financial results could be adversely affected. Furthermore, the combined company's operational and financial perfomrnnce following the anticipated merger could be adversely affected if it is unable to retain key employees and skilled workers of Great Plains Energy. The loss of the services of key employees and skilled workers and their experience and knowledge regarding Great Plains Energy's businesses could adversely affect the combined company's future operating results and the successful ongoing operation of its businesses.
Furthermore, the combined company's operational and financial perfomrnnce following the anticipated merger could be adversely affected if it is unable to retain key employees and skilled workers of Great Plains Energy. The loss of the services of key employees and skilled workers and their experience and knowledge regarding Great Plains Energy's businesses could adversely affect the combined company's future operating results and the successful ongoing operation of its businesses.
Great Plai11s Energy is subject to co11tractual restrictions in the Amended i1tlerger Agreement that may hinder its operations pending the anticipated merger.
Great Plai11s Energy is subject to co11tractual restrictions in the Amended i1tlerger Agreement that may hinder its operations pending the anticipated merger. The Amended Merger Agreement restricts Great Plains Energy, without Westar's consent, from making certain acquisitions and taking other specified actions until the anticipated merger occurs or the Amended Merger Agreement terminates.
The Amended Merger Agreement restricts Great Plains Energy, without Westar's consent, from making certain acquisitions and taking other specified actions until the anticipated merger occurs or the Amended Merger Agreement terminates. These restrictions may prevent Great Plains Energy from pursuing otherwise attractive business opportunities and making other changes to its business prior to completion of the anticipated merger or termination of the Amended Merger Agreement.
These restrictions may prevent Great Plains Energy from pursuing otherwise attractive business opportunities and making other changes to its business prior to completion of the anticipated merger or termination of the Amended Merger Agreement.
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15 Table of Contents Failure to complete the anticipated merger, or significant delays ill completing the anticipated merger, could negatively affect the trading price of Great Plains Energy c011111w11 stock and the future business a11d financial results of Great Plains Energy. Completion of the anticipated merger is not assured and is subject to risks. including the risks that approval of the anticipated merger by governmental agencies is not obtained or that other closing conditions are not satisfied.
 
If the anticipated merger is not completed, or if there are significant delays in completing the anticipated merger, it could negatively affect the trading price of Great Plains Energy common stock and its future business and financial results, and Great Plains Energy will be subject to several risks, including the following:
Table of Contents Failure to complete the anticipated merger, or significant delays ill completing the anticipated merger, could negatively affect the trading price of Great Plains Energy c011111w11 stock and the future business a11d financial results of Great Plains Energy.
Great Plains Energy may be liable for damages to Westar under the terms and conditions of the Amended Merger Agreement; negative reactions from the financial mark el~, including declines in the price of Great Plains Energy common stock due to the fact that current prices may reflect a market assumption that the anticipated merger will be completed; and having to pay certain significant costs relating to the anticipated merger, including, in certain circumstances, a termination fee. Failure to succes,~fully combine the businesses of Great Plains Energy and Westar in the expected time frame may adversely affect the future results of the combilled company, and, consequently, the value of the Holdco common stock that Great Plains Energy s/wre/wlders receive as the merger consideration.
Completion of the anticipated merger is not assured and is subject to risks. including the risks that approval of the anticipated merger by governmental agencies is not obtained or that other closing conditions are not satisfied. If the anticipated merger is not completed, or if there are significant delays in completing the anticipated merger, it could negatively affect the trading price of Great Plains Energy common stock and its future business and financial results, and Great Plains Energy will be subject to several risks, including the following:
The success of the anticipated merger will depend, in part, on the ability of the combined company to realize the anticipated benefits and efficiencies from combining the businesses of Great Plains Energy and Westar. To realize these anticipated benefits, the businesses must be successfully combined.
Great Plains Energy may be liable for damages to Westar under the terms and conditions of the Amended Merger Agreement; negative reactions from the financial mark el~, including declines in the price of Great Plains Energy common stock due to the fact that current prices may reflect a market assumption that the anticipated merger will be completed; and having to pay certain significant costs relating to the anticipated merger, including, in certain circumstances, a termination fee.
If the combined company is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the transactions may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the anticipated merger. These integration difficulties could result in a decline in the market value of Holdco common stock and, consequently, result in a decline in the market value of the Holdco common stock that Great Plains Energy shareholders receive as part of the merger consideration and continue to hold following consummation of the anticipated merger. Great Plains Energy will incur significant transaction and other merger-related costs in connection with the anticipated merger. Great Plains Energy has inctmed and expects to incur additional costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the anticipated merger. Additional unanticipated costs may also be incurred in the integration of the businesses of Great Plains Energy and Westar. Any net benefit from the anticipated elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term or at all. Transaction costs could have a material adverse impact on the results of Great Plains Energy, and the failure to achieve the anticipated benefits and efficiencies from the merger, or the incurrence of additional expenses, could have a material adverse impact on the result~ of operations of the combined company and it~ ability to pay dividends after closing. In tum, the current market value of Great Plains Energy common stock, or the future market value of Holdco common stock that Great Plains Energy shareholders receive as merger consideration, could be adversely impacted.
Failure to succes,~fully combine the businesses of Great Plains Energy and Westar in the expected time frame may adversely affect the future results of the combilled company, and, consequently, the value of the Holdco common stock that Great Plains Energy s/wre/wlders receive as the merger consideration.
The success of the anticipated merger will depend, in part, on the ability of the combined company to realize the anticipated benefits and efficiencies from combining the businesses of Great Plains Energy and Westar. To realize these anticipated benefits, the businesses must be successfully combined. If the combined company is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the transactions may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the anticipated merger.
These integration difficulties could result in a decline in the market value of Holdco common stock and, consequently, result in a decline in the market value of the Holdco common stock that Great Plains Energy shareholders receive as part of the merger consideration and continue to hold following consummation of the anticipated merger.
Great Plains Energy will incur significant transaction and other merger-related costs in connection with the anticipated merger.
Great Plains Energy has inctmed and expects to incur additional costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the anticipated merger. Additional unanticipated costs may also be incurred in the integration of the businesses of Great Plains Energy and Westar. Any net benefit from the anticipated elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term or at all.
Transaction costs could have a material adverse impact on the results of Great Plains Energy, and the failure to achieve the anticipated benefits and efficiencies from the merger, or the incurrence of additional expenses, could have a material adverse impact on the result~
of operations of the combined company and it~ ability to pay dividends after closing. In tum, the current market value of Great Plains Energy common stock, or the future market value of Holdco common stock that Great Plains Energy shareholders receive as merger consideration, could be adversely impacted.
The market price of Hol,lco 's co11111um stock after the anticipated merger may be affected by factors different ji*om those affecting the shares of Great Plains Energy or Westar curre11tly.
The market price of Hol,lco 's co11111um stock after the anticipated merger may be affected by factors different ji*om those affecting the shares of Great Plains Energy or Westar curre11tly.
Upon completion of the anticipated merger, the businesses of the combined company will differ from those of Great Plains Energy and Westar prior to the anticipated merger in important respects and, accordingly, the results of operations of the combined company and the market price of Holdco's shares of common stock following the anticipated merger may be affected by factors different from those currently affecting the independent results of operations of Great Plains Energy and Westar. 16 _J Table of Contents Each of Westar and Great Plains Energy and their respective subsidiaries has substantial amounts of indebtedness.
Upon completion of the anticipated merger, the businesses of the combined company will differ from those of Great Plains Energy and Westar prior to the anticipated merger in important respects and, accordingly, the results of operations of the combined company and the market price of Holdco's shares of common stock following the anticipated merger may be affected by factors different from those currently affecting the independent results of operations of Great Plains Energy and Westar.
Consequently, the combined company will have substantial indebtedness following the anticipated merger. As a result, it may be difficult for the combined company to pay or refinance its debt~ or take other actions, and the combined company may need to divert its cash flow from operations to debt service payments.
16
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Table of Contents Each of Westar and Great Plains Energy and their respective subsidiaries has substantial amounts of indebtedness. Consequently, the combined company will have substantial indebtedness following the anticipated merger. As a result, it may be difficult for the combined company to pay or refinance its debt~ or take other actions, and the combined company may need to divert its cash flow from operations to debt service payments.
The combined company's debt service obligations with respect to this indebtedness could have an adverse impact on its earnings and cash flows for as long as the indebtedness is outstanding.
The combined company's debt service obligations with respect to this indebtedness could have an adverse impact on its earnings and cash flows for as long as the indebtedness is outstanding.
The combined company's indebtedness could also have important consequences to holders of Holdco common stock. For example, it could: make it more difficult for the combined company to pay or refinance its debts as they become due during adverse economic and industry conditions because any decrease in revenues could cause the combined company to not have sufficient cash flows from operations to make its scheduled debt payments; require a substantial portion of the combined company's cash flows from operations to be used for debt service payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions, dividend payments and other general corporate purposes; result in a downgrade in the rating of the combined company's indebtedness, which could limit its ability to borrow additional funds or increase the interest rates applicable to its indebtedness; or require that additional terms, conditions or covenants be placed on Holdco. Based upon current levels of operations, Holdco expects to be able to generate sufficient cash on a consolidated basis to make all of the principal and interest payments when such payments are due under the combined company's existing credit facilities, indentures and other instruments governing its outstanding indebtedness, but there can be no assurance that the combined company will be able to repay or refinance such borrowings and obligations.
The combined company's indebtedness could also have important consequences to holders of Holdco common stock. For example, it could:
make it more difficult for the combined company to pay or refinance its debts as they become due during adverse economic and industry conditions because any decrease in revenues could cause the combined company to not have sufficient cash flows from operations to make its scheduled debt payments; require a substantial portion of the combined company's cash flows from operations to be used for debt service payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions, dividend payments and other general corporate purposes; result in a downgrade in the rating of the combined company's indebtedness, which could limit its ability to borrow additional funds or increase the interest rates applicable to its indebtedness; or require that additional terms, conditions or covenants be placed on Holdco.
Based upon current levels of operations, Holdco expects to be able to generate sufficient cash on a consolidated basis to make all of the principal and interest payments when such payments are due under the combined company's existing credit facilities, indentures and other instruments governing its outstanding indebtedness, but there can be no assurance that the combined company will be able to repay or refinance such borrowings and obligations.
The anticipated benefits of combining the companies may not be realized.
The anticipated benefits of combining the companies may not be realized.
Great Plains Energy entered into the Amended Merger Agreement with the expectation that the anticipated merger would result in various benefits, including, among other things, increased operating efficiencies and future cost savings that cannot be quantified with ce1tainty at this time. Although Great Plains Energy expects to achieve the anticipated benefits of the anticipated merger, achieving them is subject to a number of uncertainties, including:
Great Plains Energy entered into the Amended Merger Agreement with the expectation that the anticipated merger would result in various benefits, including, among other things, increased operating efficiencies and future cost savings that cannot be quantified with ce1tainty at this time. Although Great Plains Energy expects to achieve the anticipated benefits of the anticipated merger, achieving them is subject to a number of uncertainties, including:
whether U.S. federal and state public utility, antitrust and other regulatory authorities whose approval is required to complete the anticipated merger impose conditions on the merger, which may have an adverse effect on the combined company, including its ability to achieve the anticipated benefits of the merger; the ability of the two companies to combine certain of their operations or take advantage of expected growth opportunities; general market and economic conditions; general competitive factors in the marketplace; and higher than expected costs required to achieve the anticipated benefits of the merger. No assurance can be given that these benefits will be achieved or, if achieved, the timing of their achievement.
whether U.S. federal and state public utility, antitrust and other regulatory authorities whose approval is required to complete the anticipated merger impose conditions on the merger, which may have an adverse effect on the combined company, including its ability to achieve the anticipated benefits of the merger; the ability of the two companies to combine certain of their operations or take advantage of expected growth opportunities; general market and economic conditions; general competitive factors in the marketplace; and higher than expected costs required to achieve the anticipated benefits of the merger.
Failure to achieve these anticipated benefit~ could result in increased costs and decreases in the amount of expected revenues or net income of the combined company. 17 Table of Contents The anticipated merger may 11ot be accretive to Great Plains Energy~v earnings a11d may cause dilution to Great Plai11s Energy's earnings per share, which may 11egatively affect the market price of Holdco common stock that Great Plai11s E11ergy~v shareholders receive upon the co11swn11rntion of the anticipated merger. Great Plains Energy currently anticipates that the anticipated merger will be accretive to Great Plains Energy's forecasted earnings per share on a standalone basis. This expectation is based on preliminary estimates, including with respect to the anticipated timing and amount of common stock repurchases following the closing of the merger, any of which may materially change. Great Plains Energy may encounter additional transaction and integration_-related costs than it currently anticipates, may fail to realize all of the benefits anticipated in the merger or may be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies.
No assurance can be given that these benefits will be achieved or, if achieved, the timing of their achievement. Failure to achieve these anticipated benefit~ could result in increased costs and decreases in the amount of expected revenues or net income of the combined company.
Any of these factors could cause a decrease in the combined company's earnings per share or decrease or delay the expected accretive effect of the anticipated merger and contribute to a decrease in the price of Holdco common stock. The anticipated merger will combine two companies that are currellfly affected by developme11ts in the electric utility indusfly, incl11di11g changes in regulation and increased competition.
17
A failure to adapt to the cha11gillg regulatory environme11t after the anticipated merger could adversely affect the stability of the combined company~'>
 
earnings and could result in the erosion of its market positions, revenues am/ profits. Because Great Plains Energy, Westar and their respective subsidiaries are regulated in the U.S. at the federal level and in several states, the two companies have been and will continue to be affected by legislative and regulatory developments.
Table of Contents The anticipated merger may 11ot be accretive to Great Plains Energy~v earnings a11d may cause dilution to Great Plai11s Energy's earnings per share, which may 11egatively affect the market price of Holdco common stock that Great Plai11s E11ergy~v shareholders receive upon the co11swn11rntion of the anticipated merger.
After the anticipated merger, the combined company and/or its subsidiaries will be subject in the U.S. to extensive federal regulation as well as to state regulation in Missouri and Kansas. Each of these jurisdictions has implemented, is in the process of implementing or possibly will implement changes to the regulatory and legislative framework applicable to the electric utility industry.
Great Plains Energy currently anticipates that the anticipated merger will be accretive to Great Plains Energy's forecasted earnings per share on a standalone basis. This expectation is based on preliminary estimates, including with respect to the anticipated timing and amount of common stock repurchases following the closing of the merger, any of which may materially change. Great Plains Energy may encounter additional transaction and integration_-related costs than it currently anticipates, may fail to realize all of the benefits anticipated in the merger or may be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in the combined company's earnings per share or decrease or delay the expected accretive effect of the anticipated merger and contribute to a decrease in the price of Holdco common stock.
These changes could have a material adverse effect on the combined company. The costs and burdens associated with complying with these regulatory jurisdictions may have a material adverse effect on the combined company. Moreover, potential legislative changes, regulatory changes or otherwise may create greater risks to the stability of utility earnings generally.
The anticipated merger will combine two companies that are currellfly affected by developme11ts in the electric utility indusfly, incl11di11g changes in regulation and increased competition. A failure to adapt to the cha11gillg regulatory environme11t after the anticipated merger could adversely affect the stability of the combined company~'> earnings and could result in the erosion of its market positions, revenues am/ profits.
If the combined company is not responsive to these changes, it could suffer erosion in market position, revenues and profits as competitors gain access to the service territories of it5 utility subsidiaries.
Because Great Plains Energy, Westar and their respective subsidiaries are regulated in the U.S. at the federal level and in several states, the two companies have been and will continue to be affected by legislative and regulatory developments. After the anticipated merger, the combined company and/or its subsidiaries will be subject in the U.S. to extensive federal regulation as well as to state regulation in Missouri and Kansas. Each of these jurisdictions has implemented, is in the process of implementing or possibly will implement changes to the regulatory and legislative framework applicable to the electric utility industry. These changes could have a material adverse effect on the combined company.
The costs and burdens associated with complying with these regulatory jurisdictions may have a material adverse effect on the combined company. Moreover, potential legislative changes, regulatory changes or otherwise may create greater risks to the stability of utility earnings generally. If the combined company is not responsive to these changes, it could suffer erosion in market position, revenues and profits as competitors gain access to the service territories of it5 utility subsidiaries.
The price of Holdco common stock that Great Plains Energy's share/wlders receive upon the consummation of the anticipated merger may experience volatility.
The price of Holdco common stock that Great Plains Energy's share/wlders receive upon the consummation of the anticipated merger may experience volatility.
Following the consummation of the anticipated merger, the price of Holdco common stock may be volatile.
Following the consummation of the anticipated merger, the price of Holdco common stock may be volatile. Some of the factors that could affect the price of Holdco common stock are quarterly increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, the ability of Holdco to implement its integration strategy and to realize the expected synergies and other benefits from the anticipated merger and speculation in the press or investment community about Holdco's financial condition or results of operations. General market conditions and U.S. economic factors and political events unrelated to the performance of Holdco may also affect its stock price. For these reasons, shareholders should not rely on recent trends in the price of Great Plains Energy common stock to predict the future price of Holdco's common stock or its financial results.
Some of the factors that could affect the price of Holdco common stock are quarterly increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, the ability of Holdco to implement its integration strategy and to realize the expected synergies and other benefits from the anticipated merger and speculation in the press or investment community about Holdco's financial condition or results of operations.
Utility Regulatory Risks:
General market conditions and U.S. economic factors and political events unrelated to the performance of Holdco may also affect its stock price. For these reasons, shareholders should not rely on recent trends in the price of Great Plains Energy common stock to predict the future price of Holdco's common stock or its financial results. Utility Regulatory Risks: Complex utility regulation could adversely affect the Companies' results of operations, financial position and cash flows. The Companies are subject to, or affected by, extensive federal and state utility regulation, including regulation by the MPSC, KCC, FERC, NRC, North American Electric Reliability Corporation (NERC) and SPP. The Companies must address in their business planning and management of operations the effects of existing and proposed laws and regulations and potential changes in the regulatmy framework, including initiatives by federal and state legislatures, RTOs, utility regulators and taxing authorities.
Complex utility regulation could adversely affect the Companies' results of operations, financial position and cash flows.
Failure of the Companies to obtain adequate rates or regulatory approvals in a timely manner, new or changed laws, regulations, standards, interpretations or other legal requirements, deterioration of the Companies' relationship with regulators and increased compliance costs and potential non-compliance consequences may materially affect the Companies' results of operations, financial 18 _J
The Companies are subject to, or affected by, extensive federal and state utility regulation, including regulation by the MPSC, KCC, FERC, NRC, North American Electric Reliability Corporation (NERC) and SPP. The Companies must address in their business planning and management of operations the effects of existing and proposed laws and regulations and potential changes in the regulatmy framework, including initiatives by federal and state legislatures, RTOs, utility regulators and taxing authorities. Failure of the Companies to obtain adequate rates or regulatory approvals in a timely manner, new or changed laws, regulations, standards, interpretations or other legal requirements, deterioration of the Companies' relationship with regulators and increased compliance costs and potential non-compliance consequences may materially affect the Companies' results of operations, financial 18
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Table of Contents position and cash flows. Additionally, regulators may impose burdensome restrictions and conditions on the Companies' transactions and ventures, rendering them less attractive from a financial or operational perspective.
 
Certain of these risks are addressed in greater detail below. The outcome of retail rate proceedings could have a material impact 011 the business am/ is largely outside the Companies' control. The rates that KCP&L and GMO are allowed to charge their customers significantly influence the Companies' results of operations, financial position and cash flows. These rates are subject to the determination, in large part, of governmental entities outside of the Companies' control, including the MPSC, KCC and FERC. 111e utility rate-setting principle generally applicable to KCP&L and GMO is that rates should provide a reasonable opportunity to recover expenses and investments prudently incurred to provide utility service plus a reasonable return on such investments.
Table of Contents position and cash flows. Additionally, regulators may impose burdensome restrictions and conditions on the Companies' transactions and ventures, rendering them less attractive from a financial or operational perspective. Certain of these risks are addressed in greater detail below.
Various expenses incurred by KCP&L and GMO have been excluded from rates by the MPSC and KCC in past rate cases as not being pmdently incurred or not providing utility customer benefit, and tllere is a risk that certain expenses incurred in the future may not be recovered in rates. Third-parties often intervene in the utilities' rate cases and argue that certain costs have not been prudently incurred or are otherwise not recoverable in rates. The MPSC and KCC also have in the past and may in the future exclude from rates all or a portion of investments in various facilities as not being prudently incurred or not being useful in providing utility service. As discussed in the "Environmental Risks" and "Financial Risks" sections below, tile Companies' capital expenditures are substantial and there is a risk that a portion of the capital costs could be excluded from rates in future rate cases. The Companies are also exposed to cost-recovery shortfalls due to the inherent "regulatory Jag" in the rate-setting process, especially during periods of significant cost inflation or declining retail usage, as KCP&L's and GMO's utility rates are generally based on historical information and are not subject lo adjustment between rate cases, other than principally for fuel, purchased power, transmission and property taxes for KCP&L in Kansas; fuel, purchased power, certain transmission costs and demand-side investments for KCP&L in Missouri; and fuel, purchased power, certain transmission costs, demand-side investments and renewable energy (solar rebates) for GMO. These and other factors may result in under-recovery of costs, failure to earn the autllorized return on investment, or both. Failure to timely recover the full investment costs of capital projects, the impact of renewable energy and energy efficiency programs, other utility costs and expenses due to regulatory disallowances, regulatory lag or oilier factors could lead to lowered credit ratings, reduced access to capital markets, increased financing costs, lower flexibility due to constrained financial resources and increased collateral security requirements, or reductions or delays in planned capital expenditures.
The outcome of retail rate proceedings could have a material impact 011 the business am/ is largely outside the Companies' control.
In response to competitive, economic, political, legislative, public perception (including, but not limited to, the Companies' environmental reputation) and regulatory pressures, the Companies may be subject to rate moratoriums, rate refunds, limits on rate increases, lower allowed returns on investments or rate reductions, including phase-in plans designed to spread tile impact of rate increases over an extended period of time for the benefit of customers.
The rates that KCP&L and GMO are allowed to charge their customers significantly influence the Companies' results of operations, financial position and cash flows. These rates are subject to the determination, in large part, of governmental entities outside of the Companies' control, including the MPSC, KCC and FERC.
111e utility rate-setting principle generally applicable to KCP&L and GMO is that rates should provide a reasonable opportunity to recover expenses and investments prudently incurred to provide utility service plus a reasonable return on such investments. Various expenses incurred by KCP&L and GMO have been excluded from rates by the MPSC and KCC in past rate cases as not being pmdently incurred or not providing utility customer benefit, and tllere is a risk that certain expenses incurred in the future may not be recovered in rates. Third-parties often intervene in the utilities' rate cases and argue that certain costs have not been prudently incurred or are otherwise not recoverable in rates. The MPSC and KCC also have in the past and may in the future exclude from rates all or a portion of investments in various facilities as not being prudently incurred or not being useful in providing utility service.
As discussed in the "Environmental Risks" and "Financial Risks" sections below, tile Companies' capital expenditures are substantial and there is a risk that a portion of the capital costs could be excluded from rates in future rate cases.
The Companies are also exposed to cost-recovery shortfalls due to the inherent "regulatory Jag" in the rate-setting process, especially during periods of significant cost inflation or declining retail usage, as KCP&L's and GMO's utility rates are generally based on historical information and are not subject lo adjustment between rate cases, other than principally for fuel, purchased power, transmission and property taxes for KCP&L in Kansas; fuel, purchased power, certain transmission costs and demand-side investments for KCP&L in Missouri; and fuel, purchased power, certain transmission costs, demand-side investments and renewable energy (solar rebates) for GMO. These and other factors may result in under-recovery of costs, failure to earn the autllorized return on investment, or both.
Failure to timely recover the full investment costs of capital projects, the impact of renewable energy and energy efficiency programs, other utility costs and expenses due to regulatory disallowances, regulatory lag or oilier factors could lead to lowered credit ratings, reduced access to capital markets, increased financing costs, lower flexibility due to constrained financial resources and increased collateral security requirements, or reductions or delays in planned capital expenditures. In response to competitive, economic, political, legislative, public perception (including, but not limited to, the Companies' environmental reputation) and regulatory pressures, the Companies may be subject to rate moratoriums, rate refunds, limits on rate increases, lower allowed returns on investments or rate reductions, including phase-in plans designed to spread tile impact of rate increases over an extended period of time for the benefit of customers.
Regulatory requirements regarding utility operations may increase costs and may expose the Companies to compliance penalties or adverse rate consequences.
Regulatory requirements regarding utility operations may increase costs and may expose the Companies to compliance penalties or adverse rate consequences.
The FERC, NERCand SPP have implemented and enforce an extensive set of transmission system reliability, cybersecurity and critical infrastmcture protection standards tllat apply to public utilities, including KCP&L and GMO. The MPSC and KCC have the autllority to implement utility operational standards and requirements, such as vegetation management standards, facilities inspection requirements and quality of service standards.
The FERC, NERCand SPP have implemented and enforce an extensive set of transmission system reliability, cybersecurity and critical infrastmcture protection standards tllat apply to public utilities, including KCP&L and GMO. The MPSC and KCC have the autllority to implement utility operational standards and requirements, such as vegetation management standards, facilities inspection requirements and quality of service standards. In addition, the Companies are also subject to health, safety and other requirements enacted by the Occupational Safety and Health Administration, tile Department of Transportation, the Department of Labor and other federal and state agencies. As discussed more fully under "Operational Risks," the NRC extensively regulates nuclear power plants, including Wolf Creek. The costs of existing, new or modified regulations, standards and oilier requirements could have an adverse effect on the 19
In addition, the Companies are also subject to health, safety and other requirements enacted by the Occupational Safety and Health Administration, tile Department of Transportation, the Department of Labor and other federal and state agencies.
 
As discussed more fully under "Operational Risks," the NRC extensively regulates nuclear power plants, including Wolf Creek. The costs of existing, new or modified regulations, standards and oilier requirements could have an adverse effect on the 19 .-----*---*------*------------*
Table of Contents Companies' results of operations, financial position and cash flows as a result of increased operations or maintenance and capital expenditures for new facilities or to repair or improve existing facilities. In addition, failure to meet quality of service, reliability, cybersecurity, critical infrastructure protection, operational or other standards and requirements could expose the Companies to penalties, additional compliance costs, or adverse rate consequences.
Table of Contents Companies' results of operations, financial position and cash flows as a result of increased operations or maintenance and capital expenditures for new facilities or to repair or improve existing facilities.
Environmental Risks:
In addition, failure to meet quality of service, reliability, cybersecurity, critical infrastructure protection, operational or other standards and requirements could expose the Companies to penalties, additional compliance costs, or adverse rate consequences.
The Companies are subject to current and potential environmental requirements and the incurrence of environmental liabilities, any or all of which may adversely affect their business and financial results.
Environmental Risks: The Companies are subject to current and potential environmental requirements and the incurrence of environmental liabilities, any or all of which may adversely affect their business and financial results. The Companies are subject to extensive federal, state and local environmental laws, regulations and pe1mit requirements relating to air and water quality, waste management and disposal, natural resources and health and safety. In addition to imposing continuing compliance obligations and remediation costs for historical and pre-existing conditions, these laws, regulations and permits authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions.
The Companies are subject to extensive federal, state and local environmental laws, regulations and pe1mit requirements relating to air and water quality, waste management and disposal, natural resources and health and safety. In addition to imposing continuing compliance obligations and remediation costs for historical and pre-existing conditions, these laws, regulations and permits authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. There is also a risk that new environmental laws and regulations, new administrative or judicial interpretations of environmental laws and regulations, or the requirements in new or renewed environmental permits could adversely affect the Companies' operations. In addition, there is also a risk of lawsuits brought by third parties alleging violations of environmental commitments or requirements, claiming creation of a public nuisance or other matters, and seeking injunctions or rnonetaiy damages or other damages. Certain federal courts have held that state and local governments and private parties have standing to bring climate change tort suits seeking company-specific emission reductions and damages.
There is also a risk that new environmental laws and regulations, new administrative or judicial interpretations of environmental laws and regulations, or the requirements in new or renewed environmental permits could adversely affect the Companies' operations.
Environmental pennits are subject to periodic renewal, which may result in more stringent permit conditions and limits. New facilities, or modifications of existing facilities, may require new environmental permits or amendments to existing permits. Delays in the environmental permitting process, public opposition and challenges, denials of permit applications, limits or conditions imposed in pennits and the associated uncertainty may materially adversely affect the cost and timing of projects, and thus materially adversely affect the Companies' results of operations, financial position and cash flows.
In addition, there is also a risk of lawsuits brought by third parties alleging violations of environmental commitments or requirements, claiming creation of a public nuisance or other matters, and seeking injunctions or rnonetaiy damages or other damages. Certain federal courts have held that state and local governments and private parties have standing to bring climate change tort suits seeking company-specific emission reductions and damages. Environmental pennits are subject to periodic renewal, which may result in more stringent permit conditions and limits. New facilities, or modifications of existing facilities, may require new environmental permits or amendments to existing permits. Delays in the environmental permitting process, public opposition and challenges, denials of permit applications, limits or conditions imposed in pennits and the associated uncertainty may materially adversely affect the cost and timing of projects, and thus materially adversely affect the Companies' results of operations, financial position and cash flows. KCP&L and GMO periodically seek recovery of capital costs and expenses for environmental compliance and remediation through rate increases; however, there can be no assurance that recove1y of these costs would be granted. KCP&L and GMO may be subject to material adverse rate treatment in response to competitive, economic, political, legislative or regulatory pressures and/or public perception of the Companies' environmental reputation.
KCP&L and GMO periodically seek recovery of capital costs and expenses for environmental compliance and remediation through rate increases; however, there can be no assurance that recove1y of these costs would be granted. KCP&L and GMO may be subject to material adverse rate treatment in response to competitive, economic, political, legislative or regulatory pressures and/or public perception of the Companies' environmental reputation. The costs of compliance or noncompliance with environmental requirements, remediation cost~. adverse outcomes of lawsuits, or failure to timely recover environmental costs could have a material adverse effect on the Companies' results of operations, financial position and cash flows. Certain of these matters are discussed in more detail below. See Note 15 to the consolidated financial statements for additional info1mation regarding certain significant environmental matters and Great Plains Energy's and KCP&L's current estimates of capital expenditures to comply with environmental regulations.
The costs of compliance or noncompliance with environmental requirements, remediation cost~. adverse outcomes of lawsuits, or failure to timely recover environmental costs could have a material adverse effect on the Companies' results of operations, financial position and cash flows. Certain of these matters are discussed in more detail below. See Note 15 to the consolidated financial statements for additional info1mation regarding certain significant environmental matters and Great Plains Energy's and KCP&L's current estimates of capital expenditures to comply with environmental regulations.
Air and Climate Change The Companies' current generation capacity is primarily coal-fired, and is estimated to produce about one ton of carbon dioxide (CO 2 ) per MWh, or approximately l 7 million tons and 13 million tons of CO 2 per year for Great Plains Energy and KCP&L, respectively. Management believes it is possible that additional federal or relevant state or local laws or regulations could be enacted to address global climate change. At the international level, the Paris Agreement was adopted in December 2015 by nearly 200 countries and became effective in November 20 l 6. The Paris Agreement does not result in any new, legally binding obligations on the U.S. to meet a particular greenhouse gas emissions target, but establishes a framework for international cooperation on climate change. In June 2017, U.S. President Donald Trump announced the U.S. would withdraw from the Paris Agreement. Under the rules of the Paris Agreement, the earliest any country can withdraw is November 2020. Other international agreements legally binding on the U.S. may be reached in the foture. Greenhouse gas legislation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be detem1ined until such legislation is passed. In 20
Air and Climate Change The Companies' current generation capacity is primarily coal-fired, and is estimated to produce about one ton of carbon dioxide (CO 2) per MWh, or approximately l 7 million tons and 13 million tons of CO 2 per year for Great Plains Energy and KCP&L, respectively.
 
Management believes it is possible that additional federal or relevant state or local laws or regulations could be enacted to address global climate change. At the international level, the Paris Agreement was adopted in December 2015 by nearly 200 countries and became effective in November 20 l 6. The Paris Agreement does not result in any new, legally binding obligations on the U.S. to meet a particular greenhouse gas emissions target, but establishes a framework for international cooperation on climate change. In June 2017, U.S. President Donald Trump announced the U.S. would withdraw from the Paris Agreement.
Table of Contents the absence of new Congressional mandates, the EPA is proceeding with regulation of greenhouse gases under the existing Clean Air Act.
Under the rules of the Paris Agreement, the earliest any country can withdraw is November 2020. Other international agreements legally binding on the U.S. may be reached in the foture. Greenhouse gas legislation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be detem1ined until such legislation is passed. In 20 Table of Contents the absence of new Congressional mandates, the EPA is proceeding with regulation of greenhouse gases under the existing Clean Air Act. In August 2015, the EPA finalized CO 2 emission standards for new, modified and reconstructed affected fossil-fuel-fired electric utility generating units. The standards would not apply to Great Plains Energy's and KCP&L's existing units unless the units were modified or reconstructed in the future. Also in August 2015, the EPA finalized its Clean Power Plan which sets CO 2 emission performance rates for existing affected fossil-fuel-fired electric generating units. Nationwide, by 2030, the EPA projects the Clean Power Plan would achieve CO 2 emission reductions from the power sector of approximately 32% from CO 2 emission levels in 2005. In February 2016, the U.S. Supreme Court granted a stay of the Clean Power Plan putting the rule on hold pending review in the U.S. Court of Appeals for the District of Columbia Circuit and any subsequent review by the U.S. Supreme Court if such review is sought. In October 2017, the EPA proposed to repeal the Clean Power Plan on the basis that it exceeded the EPA's statutory authority.
In August 2015, the EPA finalized CO 2 emission standards for new, modified and reconstructed affected fossil-fuel-fired electric utility generating units. The standards would not apply to Great Plains Energy's and KCP&L's existing units unless the units were modified or reconstructed in the future. Also in August 2015, the EPA finalized its Clean Power Plan which sets CO 2 emission performance rates for existing affected fossil-fuel-fired electric generating units. Nationwide, by 2030, the EPA projects the Clean Power Plan would achieve CO 2 emission reductions from the power sector of approximately 32% from CO 2 emission levels in 2005.
In December 2017, the EPA issued an advance notice of proposed rulemaking (ANPRM) to solicit comments as the agency considers proposing a future rnle to replace the Clean Power Plan. In the ANPRM, the EPA is considering proposing emission guidelines to limit greenhouse gas emissions from existing electric utility generating units. Compliance with the Clean Power Plan or any replacement rule has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be detennined until the outcome of the EPA's proposal to repeal the Clean Power Plan and pending litigation is known. Water The Clean Water Act and associated regulations enacted by the EPA form a comprehensive program to restore and preserve water quality. All of the Companies' generating facilities, and certain of their other facilities, are subject to the Clean Water Act. In May 2014, the EPA finalized regulations pursuant to Section 3 l 6(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement.
In February 2016, the U.S. Supreme Court granted a stay of the Clean Power Plan putting the rule on hold pending review in the U.S. Court of Appeals for the District of Columbia Circuit and any subsequent review by the U.S. Supreme Court if such review is sought. In October 2017, the EPA proposed to repeal the Clean Power Plan on the basis that it exceeded the EPA's statutory authority. In December 2017, the EPA issued an advance notice of proposed rulemaking (ANPRM) to solicit comments as the agency considers proposing a future rnle to replace the Clean Power Plan. In the ANPRM, the EPA is considering proposing emission guidelines to limit greenhouse gas emissions from existing electric utility generating units. Compliance with the Clean Power Plan or any replacement rule has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be detennined until the outcome of the EPA's proposal to repeal the Clean Power Plan and pending litigation is known.
KCP&L generation facilities with cooling water intake strnctures are subject to the best technology available standards based on studies completed to comply with such standards.
Water The Clean Water Act and associated regulations enacted by the EPA form a comprehensive program to restore and preserve water quality. All of the Companies' generating facilities, and certain of their other facilities, are subject to the Clean Water Act.
The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment).
In May 2014, the EPA finalized regulations pursuant to Section 3 l 6(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement. KCP&L generation facilities with cooling water intake strnctures are subject to the best technology available standards based on studies completed to comply with such standards. The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment).
KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station. The pennit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River. KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. Great Plains Energy and KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a significant impact on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows. Further, the possible effects of climate change, including potentially increased temperatures and reduced precipitation, could make it more difficult and costly to comply with tl1e current and final pennit requirement<;.
KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station. The pennit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River. KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. Great Plains Energy and KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a significant impact on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.
Solid Waste Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations.
Further, the possible effects of climate change, including potentially increased temperatures and reduced precipitation, could make it more difficult and costly to comply with tl1e current and final pennit requirement<;.
In April 2015, the EPA published final regulations to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery 21 ---------------*------*------
Solid Waste Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations. In April 2015, the EPA published final regulations to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery 21
Table of Contents Act (RCRA) Subtitle D to address the risks from the disposal of CCRs generated from the combustion of coal at electric generating facilities.
 
In September 2017, the EPA granted industry petitions to reconsider certain provisions of the CCR rule. The Companies use coal in generating electricity and dispose of CCRs in both on-site facilities and facilities owned by third parties. Current and future EPA and state regulations regarding the handling, disposal and remediation ofCCRs could have a material adverse effect on the Companies' results of operations, financial position and cash flows. Remediation Under current law, the Companies are also generally responsible for any liabilities associated with the environmental condition of their properties and other properties at which the Companies arranged for the disposal or treatment of hazardous substances, including properties that they have previously owned or operated, such as manufactured gas plants (MGP), regardless of whether tl1ey were responsible for the contamination or whether the liabilities arose before, during or after the time they owned or operated the properties or arranged for tl1e disposal or treatment of hazardous substances.
Table of Contents Act (RCRA) Subtitle D to address the risks from the disposal of CCRs generated from the combustion of coal at electric generating facilities. In September 2017, the EPA granted industry petitions to reconsider certain provisions of the CCR rule.
Due to all of the above, the Companies' projected capital and other expenditures for environmental compliance are subject to significant uncertainties, including the timing of implementation of any new or modified environmental requirements, the limits imposed by such requirements and the types and costs of the compliance alternatives selected by the Companies.
The Companies use coal in generating electricity and dispose of CCRs in both on-site facilities and facilities owned by third parties. Current and future EPA and state regulations regarding the handling, disposal and remediation ofCCRs could have a material adverse effect on the Companies' results of operations, financial position and cash flows.
As a result, costs to comply with environmental requirements cannot be estimated with certainty, and actual costs could be significantly higher than projections.
Remediation Under current law, the Companies are also generally responsible for any liabilities associated with the environmental condition of their properties and other properties at which the Companies arranged for the disposal or treatment of hazardous substances, including properties that they have previously owned or operated, such as manufactured gas plants (MGP), regardless of whether tl1ey were responsible for the contamination or whether the liabilities arose before, during or after the time they owned or operated the properties or arranged for tl1e disposal or treatment of hazardous substances.
New environmental laws and regulations affecting the operations of the Companies may be adopted, and new interpretations of existing laws and regulations could be adopted or become applicable to the Companies or their facilities, any of which may materially adversely affect the Companies' business, adversely affect the Companies' ability to continue operating its power plants as currently done and substantially increase environmental expenditures or liabilities in the future. Financial Risks: Financial market disruptions and declines in credit ratings may increase financing costs and/or limit access to the credit markets, which may adversely affect liquidity and results. The Companies rely on access to short-term money markets, revolving credit facilities provided by financial institutions and long-term capital markets as significant sources of liquidity for capital requirements not satisfied by cash flows from operations.
Due to all of the above, the Companies' projected capital and other expenditures for environmental compliance are subject to significant uncertainties, including the timing of implementation of any new or modified environmental requirements, the limits imposed by such requirements and the types and costs of the compliance alternatives selected by the Companies. As a result, costs to comply with environmental requirements cannot be estimated with certainty, and actual costs could be significantly higher than projections. New environmental laws and regulations affecting the operations of the Companies may be adopted, and new interpretations of existing laws and regulations could be adopted or become applicable to the Companies or their facilities, any of which may materially adversely affect the Companies' business, adversely affect the Companies' ability to continue operating its power plants as currently done and substantially increase environmental expenditures or liabilities in the future.
The Companies also rely on bank-provided credit facilities for credit support, such as letters of credit, to support operations.
Financial Risks:
The amount of credit support required for operations varies and is impacted by a number of factors. Great Plains Energy, KCP&L, GMO and certain of their securities are rated by Moody's Investors Service and S&P Global Ratings. These ratings impact the Companies' cost of funds and Great Plains Energy's ability to provide credit support for its subsidiaries.
Financial market disruptions and declines in credit ratings may increase financing costs and/or limit access to the credit markets, which may adversely affect liquidity and results.
The interest rates on borrowings under the Companies' revolving credit agreements are subject to increase as their respective credit ratings decrease.
The Companies rely on access to short-term money markets, revolving credit facilities provided by financial institutions and long-term capital markets as significant sources of liquidity for capital requirements not satisfied by cash flows from operations. The Companies also rely on bank-provided credit facilities for credit support, such as letters of credit, to support operations. The amount of credit support required for operations varies and is impacted by a number of factors.
The amount of collateral or other credit support required under power supply and certain other agreements is also dependent on credit ratings. Conditions in the U.S. capital and credit markets may deteriorate in the future for a variety of reasons, including, among others: instability in global markets, political uncertainty in the U.S. or abroad, fluctuations in the price of oil, geopolitical instability or other unforeseen events both in the U.S. and around the world. Adverse market conditions or decreases in Great Plains Energy's, KCP&L's or GMO's credit ratings could have material adverse effects on the Companies.
Great Plains Energy, KCP&L, GMO and certain of their securities are rated by Moody's Investors Service and S&P Global Ratings. These ratings impact the Companies' cost of funds and Great Plains Energy's ability to provide credit support for its subsidiaries. The interest rates on borrowings under the Companies' revolving credit agreements are subject to increase as their respective credit ratings decrease. The amount of collateral or other credit support required under power supply and certain other agreements is also dependent on credit ratings.
These effects could include, among otl1ers: reduced access to capital and increased cost of funds; dilution resulting from equity issuances at reduced prices; changes in the type and/or increases in the amount of collateral or other credit support obligations required to be posted with contractual counterparties; increased nuclear decommissioning trust and pension and other post-retirement benefit plan funding requirements; rate case disallowance ofKCP&L's or GMO's costs of capital; reductions in or delays of capital expenditures; or reductions in Great Plains Energy's ability to provide credit support for its subsidiaries.
Conditions in the U.S. capital and credit markets may deteriorate in the future for a variety of reasons, including, among others:
Any of these results could adversely affect the Companies' results of operations, financial position and cash flows. In addition, market disruption and volatility could have an adverse impact on the Companies' lenders, suppliers and other counterparties or customers, causing them to fail to meet their obligations.
instability in global markets, political uncertainty in the U.S. or abroad, fluctuations in the price of oil, geopolitical instability or other unforeseen events both in the U.S. and around the world. Adverse market conditions or decreases in Great Plains Energy's, KCP&L's or GMO's credit ratings could have material adverse effects on the Companies. These effects could include, among otl1ers: reduced access to capital and increased cost of funds; dilution resulting from equity issuances at reduced prices; changes in the type and/or increases in the amount of collateral or other credit support obligations required to be posted with contractual counterparties; increased nuclear decommissioning trust and pension and other post-retirement benefit plan funding requirements; rate case disallowance ofKCP&L's or GMO's costs of capital; reductions in or delays of capital expenditures; or reductions in Great Plains Energy's ability to provide credit support for its subsidiaries. Any of these results could adversely affect the Companies' results of operations, financial position and cash flows. In addition, market disruption and volatility could have an adverse impact on the Companies' lenders, suppliers and other counterparties or customers, causing them to fail to meet their obligations.
22 Table of Contents Great Plains Energy has guaranteed some of GMO's long-term and short-term debt and payments under these guarantees may adversely affect Great Plains Energy's liquidity.
22
Great Plains Energy has issued guarantees covering $95 .5 million of GMO's long-tenn debt. Great Plains Energy also guarantees GMO's commercial paper program. At December 31, 2017, GMO had $209 .3 million of commercial paper outstanding.
 
The guarantees obligate Great Plains Energy to pay amounts owed by GMO directly to the holders of the guaranteed debt in the event GMO defaults on its payment obligations.
Table of Contents Great Plains Energy has guaranteed some of GMO's long-term and short-term debt and payments under these guarantees may adversely affect Great Plains Energy's liquidity.
Great Plains Energy may also guarantee debt that GMO may issue in the future. Any guarantee payments could adversely affect Great Plains Energy's liquidity.
Great Plains Energy has issued guarantees covering $95 .5 million of GMO's long-tenn debt. Great Plains Energy also guarantees GMO's commercial paper program. At December 31, 2017, GMO had $209 .3 million of commercial paper outstanding. The guarantees obligate Great Plains Energy to pay amounts owed by GMO directly to the holders of the guaranteed debt in the event GMO defaults on its payment obligations. Great Plains Energy may also guarantee debt that GMO may issue in the future. Any guarantee payments could adversely affect Great Plains Energy's liquidity.
The inability of Great Plains Energy's subsidiaries to provide sufficient dividends to Great Plains Energy, or the inability otherwise of Great Plains Energy to pay dividends to its shareholders and meet its financial obligations would have an adverse effect. Great Plains Energy is a holding company with no significant operations of its own. The primary source of funds for payment of dividends to its shareholders and its other financial obligations is dividends paid to it by its subsidiaries, particularly KCP&L and GMO. The ability of Great Plains Energy's subsidiaries to pay dividends or make other distributions, and accordingly, Great Plains Energy's ability to pay dividends on its common stock and meet its financial obligations principally depends on the actual and projected earnings and cash flow, capital requirements and general financial position of its subsidiaries, as well as regulatory factors, financial covenants, general business conditions and other matters. In addition, Great Plains Energy, KCP&L and GMO are subject to certain corporate and regulatory restrictions and financial covenants that could affect their ability to pay dividends.
The inability of Great Plains Energy's subsidiaries to provide sufficient dividends to Great Plains Energy, or the inability otherwise of Great Plains Energy to pay dividends to its shareholders and meet its financial obligations would have an adverse effect.
Great Plains Energy's articles of incorporation restrict the payment of common stock dividends in the event common equity is 25% or less of total capitalization.
Great Plains Energy is a holding company with no significant operations of its own. The primary source of funds for payment of dividends to its shareholders and its other financial obligations is dividends paid to it by its subsidiaries, particularly KCP&L and GMO. The ability of Great Plains Energy's subsidiaries to pay dividends or make other distributions, and accordingly, Great Plains Energy's ability to pay dividends on its common stock and meet its financial obligations principally depends on the actual and projected earnings and cash flow, capital requirements and general financial position of its subsidiaries, as well as regulatory factors, financial covenants, general business conditions and other matters.
Under the Federal Power Act, KCP&L and GMO generally can pay dividends only out of retained earnings.
In addition, Great Plains Energy, KCP&L and GMO are subject to certain corporate and regulatory restrictions and financial covenants that could affect their ability to pay dividends. Great Plains Energy's articles of incorporation restrict the payment of common stock dividends in the event common equity is 25% or less of total capitalization. Under the Federal Power Act, KCP&L and GMO generally can pay dividends only out of retained earnings. The revolving credit agreements of Great Plains Energy, KCP&L and GMO and the note purchase agreement for GMO's Series A, B and C Senior Notes contain a covenant requiring each company to maintain a consolidated indebtedness to consolidated total capitalization ratio of not more than 0.65 to 1.00 at all times. Under the Amended Merger Agreement, Great Plains Energy is also restricted from paying a quarterly common stock dividend in excess of $0.275 per share without the consent of Westar. See Note 11 to the consolidated financial statements for additional information. The Great Plains Energy Board of Directors (Great Plains Energy Board) regularly evaluates the common stock dividend policy and determines an appropriate dividend each quarter, after taking into account such factors as, among other things, earnings, financial condition and cash flows from KCP&L and GMO, as well as general economic conditions. Great Plains Energy cannot assure common shareholders that the dividend will be paid in the future or that, if paid, dividends will be at the same amount or with the same frequency as in the past.
The revolving credit agreements of Great Plains Energy, KCP&L and GMO and the note purchase agreement for GMO's Series A, B and C Senior Notes contain a covenant requiring each company to maintain a consolidated indebtedness to consolidated total capitalization ratio of not more than 0.65 to 1.00 at all times. Under the Amended Merger Agreement, Great Plains Energy is also restricted from paying a quarterly common stock dividend in excess of $0.275 per share without the consent of Westar. See Note 11 to the consolidated financial statements for additional information.
Market performance, increased employee retirements and retirement plan regulations could significantly impact retirement plan funding requirements and associated cash needs and expenses.
The Great Plains Energy Board of Directors (Great Plains Energy Board) regularly evaluates the common stock dividend policy and determines an appropriate dividend each quarter, after taking into account such factors as, among other things, earnings, financial condition and cash flows from KCP&L and GMO, as well as general economic conditions.
Substantially all of the Companies' and WCNOC's employees participate in defined benefit retirement and other post-retirement plans. Former employees also have accrued benefits in defined benefit retirement and other post-retirement plans. The costs of these plans depend on a number of factors, including the rates ofreturn on plan assets, the level and nature of the provided benefit~, discount rates, the interest rates used to measure required minimum funding levels, changes in benefit design, changes in laws or regulations, and the Companies' required or voluntary contributions to the plans. The Companies cmTently have substantial untimded liabilities under these plans. Also, if the rate ofretirements exceeds planned levels, or if these plans experience adverse market returns on investments, or if interest rates materially fall, the Companies' contributions to the plans could rise substantially over historical levels. In addition, changes in accounting rules and assumptions related to future costs, returns on investments, interest rates and other actuarial assumptions, including projected retirements, could have a significant impact on the Companies' results of operations, financial position and cash flows.
Great Plains Energy cannot assure common shareholders that the dividend will be paid in the future or that, if paid, dividends will be at the same amount or with the same frequency as in the past. Market performance, increased employee retirements and retirement plan regulations could significantly impact retirement plan funding requirements and associated cash needs and expenses.
The use of derivative contracts in the normal course of business could result in losses that could negatively impact the Companies' results of operations, financial position and cash flows.
Substantially all of the Companies' and WCNOC's employees participate in defined benefit retirement and other post-retirement plans. Former employees also have accrued benefits in defined benefit retirement and other post-retirement plans. The costs of these plans depend on a number of factors, including the rates ofreturn on plan assets, the level and nature of the provided benefit~, discount rates, the interest rates used to measure required minimum funding levels, changes in benefit design, changes in laws or regulations, and the Companies' required or voluntary contributions to the plans. The Companies cmTently have substantial untimded liabilities under these plans. Also, if the rate ofretirements exceeds planned levels, or if these plans experience adverse market returns on investments, or if interest rates materially fall, the Companies' contributions to the plans could rise substantially over historical levels. In addition, changes in accounting rules and assumptions related to future costs, returns on investments, interest rates and other actuarial assumptions, including projected retirements, could have a significant impact on the Companies' results of operations, financial position and cash flows. The use of derivative contracts in the normal course of business could result in losses that could negatively impact the Companies' results of operations, financial position and cash flows. The Companies use derivative instruments, such as swaps, options, futures and forwards, to manage commodity and financial risks. Losses could be recognized as a result of volatility in the market values of these contracts, if a counterparty fails to perforn1, or if the underlying transactions which the derivative instruments are intended to 23 Table of Contents hedge fail to materialize.
The Companies use derivative instruments, such as swaps, options, futures and forwards, to manage commodity and financial risks. Losses could be recognized as a result of volatility in the market values of these contracts, if a counterparty fails to perforn1, or if the underlying transactions which the derivative instruments are intended to 23
In the absence of actively quoted market prices and pricing infomrntion from external sources, the valuation of these financial instruments can involve management's judgment or the use of estimates.
 
As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.
Table of Contents hedge fail to materialize. In the absence of actively quoted market prices and pricing infomrntion from external sources, the valuation of these financial instruments can involve management's judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.
As a service provider to GMO, KCP&L may have exposure to GMO's financial performance and operations.
As a service provider to GMO, KCP&L may have exposure to GMO's financial performance and operations.
GMO has no employees of its own. KCP&L employees operate and manage GMO's properties, and KCP&L charges GMO for the cost of these services.
GMO has no employees of its own. KCP&L employees operate and manage GMO's properties, and KCP&L charges GMO for the cost of these services. These arrangements may pose risks to KCP&L, including possible claims arising from actions of KCP&L employees in operating GMO's prope1ties and providing other services to GMO. KCP&L's claims for reimbursement for services provided to GMO are unsecured and rank equally with other unsecured obligations of GMO. KCP&L's ability to be reimbursed for the costs incurred for the benefit of GMO depends on the financial ability of GMO to make such payments.
These arrangements may pose risks to KCP&L, including possible claims arising from actions of KCP&L employees in operating GMO's prope1ties and providing other services to GMO. KCP&L's claims for reimbursement for services provided to GMO are unsecured and rank equally with other unsecured obligations of GMO. KCP&L's ability to be reimbursed for the costs incurred for the benefit of GMO depends on the financial ability of GMO to make such payments.
Customer and Weather-Related Risks:
Customer and Weather-Related Risks: The results of operations, financial position and cash flows of the Companies can be materially affected by changes in customer electricity consumption.
The results of operations, financial position and cash flows of the Companies can be materially affected by changes in customer electricity consumption.
Changes in customer electricity consumption due to sustained financial market disruptions, downturns or sluggishness in the economy, technological advances, energy efficiency or other factors may adversely affect the Companies' results of operations, financial position and cash flows. Technological advances, energy efficiency, or other energy conservation measures could reduce customer electricity consumption.
Changes in customer electricity consumption due to sustained financial market disruptions, downturns or sluggishness in the economy, technological advances, energy efficiency or other factors may adversely affect the Companies' results of operations, financial position and cash flows.
KCP&L and GMO generate electricity at central station power plants to achieve economies of scale and produce electricity at a competitive cost. There are distributed generation technologies that produce electricity, including microturbines, wind turbines, fuel cells and solar cells, that have recently become more cost competitive.
Technological advances, energy efficiency, or other energy conservation measures could reduce customer electricity consumption.
If this trend continues, the Companies' customer electricity consumption could be reduced. Changes in technology could also alter the channels through which the Companies' customers purchase or use electricity, which could reduce the Companies' customer electricity consumption.
KCP&L and GMO generate electricity at central station power plants to achieve economies of scale and produce electricity at a competitive cost. There are distributed generation technologies that produce electricity, including microturbines, wind turbines, fuel cells and solar cells, that have recently become more cost competitive. If this trend continues, the Companies' customer electricity consumption could be reduced. Changes in technology could also alter the channels through which the Companies' customers purchase or use electricity, which could reduce the Companies' customer electricity consumption.
Weather is a major driver of the Companies' results of operations, financial position and cash flow. Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities.
Weather is a major driver of the Companies' results of operations, financial position and cash flow.
Great Plains Energy and KCP&L are significantly impacted by seasonality, with approximately one-third of their retail electric revenues recorded in the third quarter. Unusually mild winter or summer weather can adversely affect sales. In addition, severe weather, including but not limited to tornados, snow, rain, flooding and ice storms can be destructive causing outages and property damage that can potentially result in additional expenses, lower revenues and additional capital restoration costs. KCP&L's and GMO's rates may not always be adjusted timely and adequately to reflect these increased costs. Some of the Companies' generating stations utilize water from the Missouri River for cooling purposes.
Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Great Plains Energy and KCP&L are significantly impacted by seasonality, with approximately one-third of their retail electric revenues recorded in the third quarter. Unusually mild winter or summer weather can adversely affect sales. In addition, severe weather, including but not limited to tornados, snow, rain, flooding and ice storms can be destructive causing outages and property damage that can potentially result in additional expenses, lower revenues and additional capital restoration costs. KCP&L's and GMO's rates may not always be adjusted timely and adequately to reflect these increased costs. Some of the Companies' generating stations utilize water from the Missouri River for cooling purposes. Low water and flow levels can increase maintenance costs at these stations and, if these levels were to get low enough, could require modifications to plant operations. The possible effects of climate change (such as increased temperatures, increased occurrence of severe weather or reduced precipitation, among other possible results) could potentially increase the volatility of demand and prices for energy commodities, increase the frequency and impact of severe weather, increase the frequency of flooding or decrease water and flow levels. To the extent the frequency of extreme weather events increases, this could increase the Companies' cost in providing service.
Low water and flow levels can increase maintenance costs at these stations and, if these levels were to get low enough, could require modifications to plant operations.
24
The possible effects of climate change (such as increased temperatures, increased occurrence of severe weather or reduced precipitation, among other possible results) could potentially increase the volatility of demand and prices for energy commodities, increase the frequency and impact of severe weather, increase the frequency of flooding or decrease water and flow levels. To the extent the frequency of extreme weather events increases, this could increase the Companies' cost in providing service. 24 Table of Contents Operational Risks: Operational risks may adversely affect the Companies' results of operations, finaJ)cial position and cash flows. The operation of the Companies' electric generation, transmission, distribution and information systems involves many risks, including breakdown or failure of equipment, aging infrastructure, processes and personnel performance; problems that delay or increase the cost of returning facilities to service after outages; limitations that may be imposed by equipment conditions or environmental, safety or other regulatory requirements; fuel supply or fuel transportation reductions or interruptions; labor disputes; difficulties with the implementation or continued operation of information systems; transmission scheduling constraints; and catastrophic events such as fires, floods, droughL~, explosions, teITorism, cyber threats, severe weather or other similar occuITences.
 
Furthennore, to the extent that a cyber attack was successful, customer and employee infomrntion may be stolen, equipment may be destroyed or damaged and operations may be disrupted.
Table of Contents Operational Risks:
Any such equipment or system outage or constraint can, among other things: in the case of generation equipment, affect operating costs, increase capital requirements and costs, increase purchased power volumes and costs and reduce wholesale sales opportunities; in the case of transmission equipment, affect operating costs, increase capital requirements and costs, require changes in the source of generation and affect wholesale sales opportunities and the ability to meet regulatory reliability and security requirements; in the case of distribution systems, affect revenues and operating costs, increase capital requirements and costs, and affect the ability to meet regulatory service metrics and customer expectations; and in the case of information systems, affect the control and operations of generation, transmission, distribution, customer information and other business operations and processes, increase operating costs, increase capital requirements and costs, and affect the ability to meet regulatory reliability and security requirements and customer expectations.
Operational risks may adversely affect the Companies' results of operations, finaJ)cial position and cash flows.
With the exception of Hawthorn No. 5, which was substantially rebuilt in 2001, and Iatan No. 2, which was completed in 2010, all of KCP&L's and GMO's coal-fired generating units and its nuclear generating unit were constructed prior to 1986. The age of these generating units increases the risk of unplanned outages, reduced generation output and higher maintenance expense. Training, preventive maintenance and other programs have been implemented, but there is no assurance that these programs will prevent or minimize future breakdowns or failures of the Companies' generation facilities or increased maintenance expense. Furthermore, aging transmission and distribution facilities are more prone to failure than new facilities, which results in higher maintenance expense and the need to replace these facilities with new infrastructure.
The operation of the Companies' electric generation, transmission, distribution and information systems involves many risks, including breakdown or failure of equipment, aging infrastructure, processes and personnel performance; problems that delay or increase the cost of returning facilities to service after outages; limitations that may be imposed by equipment conditions or environmental, safety or other regulatory requirements; fuel supply or fuel transportation reductions or interruptions; labor disputes; difficulties with the implementation or continued operation of information systems; transmission scheduling constraints; and catastrophic events such as fires, floods, droughL~, explosions, teITorism, cyber threats, severe weather or other similar occuITences. Furthennore, to the extent that a cyber attack was successful, customer and employee infomrntion may be stolen, equipment may be destroyed or damaged and operations may be disrupted. Any such equipment or system outage or constraint can, among other things:
The higher maintenance costs and capital expenditures for new replacement infrastructure could cause additional rate volatility for the Companies' customers, resistance by the Companies' regulators to allow customer rate increases and/or regulatory lag. The Companies currently have general liability and property insurance in place to cover their facilities in amounts that management considers appropriate.
in the case of generation equipment, affect operating costs, increase capital requirements and costs, increase purchased power volumes and costs and reduce wholesale sales opportunities; in the case of transmission equipment, affect operating costs, increase capital requirements and costs, require changes in the source of generation and affect wholesale sales opportunities and the ability to meet regulatory reliability and security requirements; in the case of distribution systems, affect revenues and operating costs, increase capital requirements and costs, and affect the ability to meet regulatory service metrics and customer expectations; and in the case of information systems, affect the control and operations of generation, transmission, distribution, customer information and other business operations and processes, increase operating costs, increase capital requirements and costs, and affect the ability to meet regulatory reliability and security requirements and customer expectations.
These policies, however, do not cover the Companies' transmission or distribution systems, and the cost of repairing damage to these systems may adversely affect the Companies' results of operations, financial position and cash flows. Such policies are subject to certain limits and deductibles and do not include business inteITUption coverage.
With the exception of Hawthorn No. 5, which was substantially rebuilt in 2001, and Iatan No. 2, which was completed in 2010, all of KCP&L's and GMO's coal-fired generating units and its nuclear generating unit were constructed prior to 1986. The age of these generating units increases the risk of unplanned outages, reduced generation output and higher maintenance expense. Training, preventive maintenance and other programs have been implemented, but there is no assurance that these programs will prevent or minimize future breakdowns or failures of the Companies' generation facilities or increased maintenance expense. Furthermore, aging transmission and distribution facilities are more prone to failure than new facilities, which results in higher maintenance expense and the need to replace these facilities with new infrastructure. The higher maintenance costs and capital expenditures for new replacement infrastructure could cause additional rate volatility for the Companies' customers, resistance by the Companies' regulators to allow customer rate increases and/or regulatory lag.
Insurance coverage may not be available in the future at reasonable costs or on commercially reasonable terms, and the insurance proceeds received for any loss of, or any damage to, any of the Companies' facilities may not be sufficient to restore the loss or damage. These and other operating events may reduce the Companies' revenues, increase their costs, or both, and may materially affect their results of operations, financial position and cash flows. 25 --------------------***-----------*--------
The Companies currently have general liability and property insurance in place to cover their facilities in amounts that management considers appropriate. These policies, however, do not cover the Companies' transmission or distribution systems, and the cost of repairing damage to these systems may adversely affect the Companies' results of operations, financial position and cash flows. Such policies are subject to certain limits and deductibles and do not include business inteITUption coverage. Insurance coverage may not be available in the future at reasonable costs or on commercially reasonable terms, and the insurance proceeds received for any loss of, or any damage to, any of the Companies' facilities may not be sufficient to restore the loss or damage.
Table of Contents Cyber attacks and other disruptions to facilities could interfere with operations, expose the Companies, customers or employees to a risk of loss and could cause reputational and financial harm. Electric utilities and other operators of critical energy infrastructure, like KCP&L and GMO, may face a heightened risk of cyber attack. The Companies' facilities could be direct targets or indirect casualties of any such cyber attacks. The Companies' business relies on information technology for the generation, transmission and distribution of electricity, their primary business, as well as in secondary operational functions, including supply chain, and invoicing and collecting payments from customers.
These and other operating events may reduce the Companies' revenues, increase their costs, or both, and may materially affect their results of operations, financial position and cash flows.
In the ordinary course of business, the Companies collect, store and transmit sensitive data including operating information, proprietary business information belonging to the Companies and third parties and personal information belonging to customers and employees.
25
To the extent that a cyber attack was successful, customer and employee infonnation may be stolen, equipment may be destroyed or damaged and operations of the generation fleet and/or reliability of the transmission and distribution system may be disrupted.
 
In such an event, the Companies may experience substantial loss of revenues, material response costs and other financial loss, including the increased cost of insurance coverage.
Table of Contents Cyber attacks and other disruptions to facilities could interfere with operations, expose the Companies, customers or employees to a risk of loss and could cause reputational and financial harm.
The Companies could also be subject to litigation, increased regulation and reputational damage. Any of the foregoing could have a material adverse impact on the Companies' results of operations, financial position and cash flows. The Companies are subject to information security risks and risks of unauthorized access to their systems. In the course of their businesses, the Companies handle a range of system security and sensitive customer information.
Electric utilities and other operators of critical energy infrastructure, like KCP&L and GMO, may face a heightened risk of cyber attack.
KCP&L and GMO are subject to laws and rules issued by different agencies concerning safeguarding and maintaining the confidentiality of this infonnation.
The Companies' facilities could be direct targets or indirect casualties of any such cyber attacks. The Companies' business relies on information technology for the generation, transmission and distribution of electricity, their primary business, as well as in secondary operational functions, including supply chain, and invoicing and collecting payments from customers. In the ordinary course of business, the Companies collect, store and transmit sensitive data including operating information, proprietary business information belonging to the Companies and third parties and personal information belonging to customers and employees. To the extent that a cyber attack was successful, customer and employee infonnation may be stolen, equipment may be destroyed or damaged and operations of the generation fleet and/or reliability of the transmission and distribution system may be disrupted. In such an event, the Companies may experience substantial loss of revenues, material response costs and other financial loss, including the increased cost of insurance coverage. The Companies could also be subject to litigation, increased regulation and reputational damage. Any of the foregoing could have a material adverse impact on the Companies' results of operations, financial position and cash flows.
A security breach of the utilities' information systems such as theft or the inappropriate release of certain types of information, including confidential customer infonnation or system operating information, could have a material adverse impact on the results of operations, financial position and cash flows of the Companies.
The Companies are subject to information security risks and risks of unauthorized access to their systems.
KCP&L and GMO operate in a highly regulated industry that requires the continued operation of sophisticated infonnation technology systems and network infrastructures.
In the course of their businesses, the Companies handle a range of system security and sensitive customer information. KCP&L and GMO are subject to laws and rules issued by different agencies concerning safeguarding and maintaining the confidentiality of this infonnation. A security breach of the utilities' information systems such as theft or the inappropriate release of certain types of information, including confidential customer infonnation or system operating information, could have a material adverse impact on the results of operations, financial position and cash flows of the Companies.
Despite implementation of security measures, the technology systems are vulnerable to disability, failures, employee error or malfeasance, or unauthorized access. Such failures or breaches of the systems could impact the reliability of generation, transmission and distribution systems, result in legal claims and proceedings, damage the Companies' reputation and also subject the Companies to financial hann. If the technology systems were to fail or be breached and not able to be recovered in a timely manner, critical business functions could be impaired and sensitive confidential data could be compromised, which could have a material adverse impact on the Companies' results of operations, financial position and cash flows. The cost and schedule of capital projects may materially change and expected performance may not be achieved.
KCP&L and GMO operate in a highly regulated industry that requires the continued operation of sophisticated infonnation technology systems and network infrastructures. Despite implementation of security measures, the technology systems are vulnerable to disability, failures, employee error or malfeasance, or unauthorized access. Such failures or breaches of the systems could impact the reliability of generation, transmission and distribution systems, result in legal claims and proceedings, damage the Companies' reputation and also subject the Companies to financial hann. If the technology systems were to fail or be breached and not able to be recovered in a timely manner, critical business functions could be impaired and sensitive confidential data could be compromised, which could have a material adverse impact on the Companies' results of operations, financial position and cash flows.
Great Plains Energy's and KCP&L's businesses are capital intensive.
The cost and schedule of capital projects may materially change and expected performance may not be achieved.
The Companies currently have significant capital projects pending and may also have significant capital projects in the future. The risks of any capital project include: that actual costs may exceed estimated costs due to inflation or other factors; risks associated with the incurrence of additional debt or the issuance of additional equity to fund such projects; delays that may occur in obtaining permits and materials; the failure of suppliers and contractors to perform as required under their contracts; inadequate availability or increased cost of equipment, materials or qualified craft labor; delays related to inclement weather; the scope, cost and timing of projects may change due to new or changed environmental requiremenL~, health and safety laws or other factors; and other events beyond the Companies' control may occur that may materially affect the schedule, cost and performance of these projects.
Great Plains Energy's and KCP&L's businesses are capital intensive. The Companies currently have significant capital projects pending and may also have significant capital projects in the future. The risks of any capital project include: that actual costs may exceed estimated costs due to inflation or other factors; risks associated with the incurrence of additional debt or the issuance of additional equity to fund such projects; delays that may occur in obtaining permits and materials; the failure of suppliers and contractors to perform as required under their contracts; inadequate availability or increased cost of equipment, materials or qualified craft labor; delays related to inclement weather; the scope, cost and timing of projects may change due to new or changed environmental requiremenL~, health and safety laws or other factors; and other events beyond the Companies' control may occur that may materially affect the schedule, cost and performance of these projects.
These and other risks could materially increase the estimated costs of capital projects, delay the in-service dates of projects, adversely affect the performance of the projects, and/or require the Companies to purchase additional electricity to supply their respective retail customers until the projects are completed.
These and other risks could materially increase the estimated costs of capital projects, delay the in-service dates of projects, adversely affect the performance of the projects, and/or require the Companies to purchase additional electricity to supply their respective retail customers until the projects are completed. Thus, these risks may significantly affect the Companies' results of operations, financial position and cash flows.
Thus, these risks may significantly affect the Companies' results of operations, financial position and cash flows. 26 Table of Contents Failure of one or more generation plant co-owners to pay their share of construction or operations and maintenance costs could increase the Companies' costs and capital requirements.
26
KCP&L owns 47% of Wolf Creek, 50% of La Cygne Station, 70% of Iatan No. 1 and 55% oflatan No. 2. GMO owns 18% of both Iatan units and 8% of Jeffrey Energy Center. The remaining po1iions of these facilities are owned by other utilities that are contractually obligated_
 
to pay their proportionate share of capital and other costs. While the ownership agreements provide that a defaulting co-owner's share of the electricity generated can be sold by the defaulting co-owners, there is no assurance that the revenues received will recover the increased costs borne by the non-defaulting owners. Occtmence of these or other events could mate1;a11y increase the Companies' cosL~ and capital requirements.
Table of Contents Failure of one or more generation plant co-owners to pay their share of construction or operations and maintenance costs could increase the Companies' costs and capital requirements.
KCP&L is exposed to risks associated with the ownership and operation of a nuclear generating unit, which could result in an adverse effect on the Companies' business and financial results. KCP&L owns 47% of Wolf Creek. The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities, including Wolf Creek. In the event of non-compliance, the NRC has the authority to impose fines, shut down the facilities, or both, depending upon its assessment of the severity of the situation, until compliance is achieved.
KCP&L owns 47% of Wolf Creek, 50% of La Cygne Station, 70% of Iatan No. 1 and 55% oflatan No. 2. GMO owns 18% of both Iatan units and 8% of Jeffrey Energy Center. The remaining po1iions of these facilities are owned by other utilities that are contractually obligated_ to pay their proportionate share of capital and other costs.
Additionally, the non-compliance of other nuclear facility operators with applicable regulations or the occurrence of a serious nuclear incident anywhere in the world could result in increased regulation of the nuclear industry as a whole. Any revised safety requirements promulgated by the NRC could result in substantial capital expenditures at Wolf Creek. Wolf Creek has the lowest fuel cost per MWh of any of KCP&L's generating units, excluding renewable generation.
While the ownership agreements provide that a defaulting co-owner's share of the electricity generated can be sold by the non-defaulting co-owners, there is no assurance that the revenues received will recover the increased costs borne by the non-defaulting co-owners. Occtmence of these or other events could mate1;a11y increase the Companies' cosL~ and capital requirements.
An extended outage of Wolf Creek, whether resulting from NRC action, an incident at the plant or otherwise, could have a material adverse effect on KCP&L's results of operations, financial position and cash flows in the event KCP&L incurs higher replacement power and other costs that are not recovered
KCP&L is exposed to risks associated with the ownership and operation of a nuclear generating unit, which could result in an adverse effect on the Companies' business and financial results.
_through rates or insurance.
KCP&L owns 47% of Wolf Creek. The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities, including Wolf Creek. In the event of non-compliance, the NRC has the authority to impose fines, shut down the facilities, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Additionally, the non-compliance of other nuclear facility operators with applicable regulations or the occurrence of a serious nuclear incident anywhere in the world could result in increased regulation of the nuclear industry as a whole. Any revised safety requirements promulgated by the NRC could result in substantial capital expenditures at Wolf Creek.
If a long-tenn outage occurred, the state regulatory commissions could reduce rates by excluding the Wolf Creek investment from rate base. Wolf Creek was constructed prior to 1986 and the age of Wolf Creek increases the risk of unplanned outages and results in higher maintenance costs. Ownership and operation ofa nuclear generating unit exposes KCP&L to risks regarding decommissioning costs at the end of the unit's life. KCP&L contributes annually based on estimated decommissioning costs to a tax-qualified trust fund to be used to decommission Wolf Creek. The funding level assumes a projected level ofretum on trust assets. If the actual return on trust assets is below the projected level or actual decommissioning costs are higher than estimated, KCP&L could be responsible for the balance of funds required and may not be allowed to recover the balance through rates. KCP&L is also exposed to other risks associated with the ownership and operation of a nuclear generating unit, including, but not limited to, (i) potential liability associated with the potential ha1mful effects on the environment and human health resulting from the operation of a nuclear generating unit, (ii) the storage, handling, disposal and potential release (by accident, through third-party actions or otherwise) of radioactive materials and (iii) uncertainties with respect to contingencies and assessments if insurance coverage is inadequate.
Wolf Creek has the lowest fuel cost per MWh of any of KCP&L's generating units, excluding renewable generation. An extended outage of Wolf Creek, whether resulting from NRC action, an incident at the plant or otherwise, could have a material adverse effect on KCP&L's results of operations, financial position and cash flows in the event KCP&L incurs higher replacement power and other costs that are not recovered _through rates or insurance. If a long-tenn outage occurred, the state regulatory commissions could reduce rates by excluding the Wolf Creek investment from rate base. Wolf Creek was constructed prior to 1986 and the age of Wolf Creek increases the risk of unplanned outages and results in higher maintenance costs.
Under the structure for insurance among owners of nuclear generating units, KCP&L is also liable for potential retrospective premium assessments (subject to a cap) per incident at any commercial reactor in the country and losses in excess of insurance coverage.
Ownership and operation ofa nuclear generating unit exposes KCP&L to risks regarding decommissioning costs at the end of the unit's life. KCP&L contributes annually based on estimated decommissioning costs to a tax-qualified trust fund to be used to decommission Wolf Creek. The funding level assumes a projected level ofretum on trust assets. If the actual return on trust assets is below the projected level or actual decommissioning costs are higher than estimated, KCP&L could be responsible for the balance of funds required and may not be allowed to recover the balance through rates.
On March 29, 2017, Westinghouse Electric Company, LLC (Westinghouse) filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Wolf Creek contracL<;
KCP&L is also exposed to other risks associated with the ownership and operation of a nuclear generating unit, including, but not limited to, (i) potential liability associated with the potential ha1mful effects on the environment and human health resulting from the operation of a nuclear generating unit, (ii) the storage, handling, disposal and potential release (by accident, through third-party actions or otherwise) of radioactive materials and (iii) uncertainties with respect to contingencies and assessments if insurance coverage is inadequate. Under the structure for insurance among owners of nuclear generating units, KCP&L is also liable for potential retrospective premium assessments (subject to a cap) per incident at any commercial reactor in the country and losses in excess of insurance coverage.
with Westinghouse for nuclear fuel fabrications and reactor services.
On March 29, 2017, Westinghouse Electric Company, LLC (Westinghouse) filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Wolf Creek contracL<; with Westinghouse for nuclear fuel fabrications and reactor services. Westinghouse has stated that it intends to continue normal business operations. However, if Westinghouse did not perfonn under its contracL<; with Wolf Creek it could result in an extended outage at Wolf Creek. An extended outage of Wolf Creek could have a material adverse effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows in the event KCP&L incurs higher replacement power and other costs that are not recovered through rates. In January 2018, Westinghouse issued a news release stating that it would sell its global business to an unaffiliated third party. This transaction must be approved by the bankruptcy court and applicable regulators. The process has not yet begun, but Westinghouse stated it plans to close 27
Westinghouse has stated that it intends to continue normal business operations.
 
However, if Westinghouse did not perfonn under its contracL<;
Table of Contents the transaction in the third quarter of 2018. It is not yet known at this time if Wolf Creek's contracts will be impacted.
with Wolf Creek it could result in an extended outage at Wolf Creek. An extended outage of Wolf Creek could have a material adverse effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows in the event KCP&L incurs higher replacement power and other costs that are not recovered through rates. In January 2018, Westinghouse issued a news release stating that it would sell its global business to an unaffiliated third party. This transaction must be approved by the bankruptcy court and applicable regulators.
The structure of the regional power market in which the Companies operate could have an adverse effect on the Companies' results of operations, financial position and cash flows.
The process has not yet begun, but Westinghouse stated it plans to close 27 Table of Contents the transaction in the third quarter of 2018. It is not yet known at this time if Wolf Creek's contracts will be impacted.
In March 2014, the SPP launched its Integrated Marketplace. Similar to other RTO or ISO markets, this marketplace detennines which generating units among market participants should run, within the operating constraints of a unit, at any given time for maximum cost-effectiveness. In the event that KCP&L's and GMO's generating units are not among the lowest cost generating units operating within the market, KCP&L and GMO could experience decreased levels of wholesale electricity sales.
The structure of the regional power market in which the Companies operate could have an adverse effect on the Companies' results of operations, financial position and cash flows. In March 2014, the SPP launched its Integrated Marketplace.
A market for Transmission Congestion Rights (TCR) is also included as part of the Integrated Marketplace. TCRs are financial instruments used to hedge transmission congestion charges. Both KCP&L and GMO acquire TCRs for the purpose of hedging against transmission congestion charges. There is a risk that KCP&L and GMO could incorrectly model the amount ofTCRs needed, or that the TCRs acquired could be ineffective in hedging against transmission congestion charges which could lead to increased purchased power costs.
Similar to other RTO or ISO markets, this marketplace detennines which generating units among market participants should run, within the operating constraints of a unit, at any given time for maximum effectiveness.
The mies governing the various regional power markets may change from time to time and such changes could impact the Companies' costs and revenues. Because the manner in which RTOs or ISOs will evolve is unclear, the Companies are unable to assess fully the impact of these changes.
In the event that KCP&L's and GMO's generating units are not among the lowest cost generating units operating within the market, KCP&L and GMO could experience decreased levels of wholesale electricity sales. A market for Transmission Congestion Rights (TCR) is also included as part of the Integrated Marketplace.
Litigation Risks:
TCRs are financial instruments used to hedge transmission congestion charges. Both KCP&L and GMO acquire TCRs for the purpose of hedging against transmission congestion charges. There is a risk that KCP&L and GMO could incorrectly model the amount ofTCRs needed, or that the TCRs acquired could be ineffective in hedging against transmission congestion charges which could lead to increased purchased power costs. The mies governing the various regional power markets may change from time to time and such changes could impact the Companies' costs and revenues.
The outcome of legal proceedings cannot be predicted. An adverse finding could have a material adverse effect on the Companies' results of operations, financial position and cash flows.
Because the manner in which RTOs or ISOs will evolve is unclear, the Companies are unable to assess fully the impact of these changes. Litigation Risks: The outcome of legal proceedings cannot be predicted.
The Companies are party to various material litigation and regulatory matters arising out of their business operations. The ultimate outcome of these matters cannot presently be detennined, nor, in many cases, can the liability that could potentially result from a negative outcome in each case be reasonably estimated. The liability that the Companies may ultimately incur with respect to any of these cases in the event of a negative outcome may be in excess of amounts currently reserved and insured against with respect to such matters.
An adverse finding could have a material adverse effect on the Companies' results of operations, financial position and cash flows. The Companies are party to various material litigation and regulatory matters arising out of their business operations.
ITEM lB. UNRESOLVED STAFF COMMENTS None.
The ultimate outcome of these matters cannot presently be detennined, nor, in many cases, can the liability that could potentially result from a negative outcome in each case be reasonably estimated.
28
The liability that the Companies may ultimately incur with respect to any of these cases in the event of a negative outcome may be in excess of amounts currently reserved and insured against with respect to such matters. ITEM lB. UNRESOLVED STAFF COMMENTS None. 28 Table of Contents ITEM 2. PROPERTIES Electric Utility Generation Resources Year Estimated 2018 Unit Location Completed MW Capacity Base Load IatanNo.2 Missouri 2010 482 (a) Wolf Creek Kansas 1985 552 (a) Iatan No. I Missouri 1980 490 (a) La Cygne Nos. 1 and 2 Kansas 1973,1977 699 (a) Hawthorn No. 5 (bl Missouri 1969 564 Montrose Nos. 2 and 3 Missouri 1960, 1964 334 Peak Load West Gardner Nos. 1, 2, 3 and 4 Kansas 2003 314 Osawatomie Kansas 2003 76 Hawthorn Nos. 6 and 9 Missouri 2000 235 Hawthorn No. 8 Missouri 2000 79 Hawthorn No. 7 Missouri 2000 78 Northeast Black Start Unit Missouri 1985 2 Northeast Nos. 17 and 18 Missouri 1977 105 NortheastNos.13 and 14 Missouri 1976 95 Northeast Nos. 15 and 16 Missouri 1975 106 Northeast Nos. 11 and 12 Missouri 1972 88 Wind Spearville 2 Wind Energy Facility (c) Kansas 2010 48 Spearville l Wind Energy Facility (d) Kansas 2006 101 Total KCP&L 4,448 Base Load Iatan No.2 Missouri 2010 159 (a) Iatan No. I Missouri 1980 126 (a) Jeffrey Energy Center Nos. I, 2 and 3 Kansas 1978, 1980, 1983 173 (a) Sibley Nos. 2 and 3 Missouri 1962,1969 406 Peak Load Lake Road Nos. 2 and 4 Missouri 1957, 1967 115 South Harper Nos. l, 2 and 3 Missouri 2005 303 Crossroads Energy Center Mississippi 2002 292 Ralph Green No. 3 Missouri 1981 71 Greenwood Nos. 1, 2, 3 and 4 Missouri 1975-1979 242 Lake Road No. 5 Missouri 1974 62 Lake Road Nos. I and 3 Missouri 1951, 1962 24 Lake Road Nos. 6 and 7 Missouri 1989,1990 42 Nevada Missouri 1974 18 Total GMO 2,033 Total Great Plains Energy 6,481 (a) Share of a jointly owned unit. Cb) In 2001, a new boiler, air quality control equipment and an uprated turbine was placed in service at the Hawthorn Generating Station. (c) Accredited capacity is 16 MW pursuant to SPP reliability standards.
 
Table of Contents ITEM 2. PROPERTIES Electric Utility Generation Resources Year               Estimated 2018       Primary Unit                                                       Location             Completed               MW Capacity         Fuel Base Load       IatanNo.2                                                   Missouri                 2010                           482   (a) Coal Wolf Creek                                                   Kansas                   1985                             552 (a) Nuclear Iatan No. I                                                 Missouri                 1980                             490 (a) Coal La Cygne Nos. 1 and 2                                       Kansas               1973,1977                           699 (a) Coal Hawthorn No. 5 (bl                                         Missouri                 1969                             564     Coal Montrose Nos. 2 and 3                                       Missouri             1960, 1964                           334     Coal Peak Load       West Gardner Nos. 1, 2, 3 and 4                             Kansas                   2003                             314     Natural Gas Osawatomie                                                   Kansas                   2003                             76     Natural Gas Hawthorn Nos. 6 and 9                                       Missouri                 2000                             235     Natural Gas Hawthorn No. 8                                             Missouri                 2000                             79     Natural Gas Hawthorn No. 7                                             Missouri                 2000                             78     Natural Gas Northeast Black Start Unit                                 Missouri                 1985                               2     Oil Northeast Nos. 17 and 18                                   Missouri                 1977                             105     Oil NortheastNos.13 and 14                                     Missouri                 1976                             95     Oil Northeast Nos. 15 and 16                                   Missouri                 1975                             106     Oil Northeast Nos. 11 and 12                                   Missouri                 1972                             88     Oil Wind             Spearville 2 Wind Energy Facility (c)                       Kansas                   2010                             48     Wind Spearville l Wind Energy Facility (d)                       Kansas                   2006                             101     Wind Total KCP&L                                                                                                                         4,448 Base Load       Iatan No.2                                                 Missouri                 2010                             159 (a) Coal Iatan No. I                                                 Missouri                 1980                             126 (a) Coal Jeffrey Energy Center Nos. I, 2 and 3                       Kansas           1978, 1980, 1983                         173 (a) Coal Sibley Nos. 2 and 3                                         Missouri             1962,1969                           406     Coal Peak Load       Lake Road Nos. 2 and 4                                     Missouri             1957, 1967                           115     Natural Gas South Harper Nos. l, 2 and 3                               Missouri                 2005                           303     Natural Gas Crossroads Energy Center                                 Mississippi                 2002                           292     Natural Gas Ralph Green No. 3                                           Missouri                 1981                             71     Natural Gas Greenwood Nos. 1, 2, 3 and 4                               Missouri             1975-1979                           242     Natural Gas/Oil Lake Road No. 5                                             Missouri                 1974                             62     Natural Gas/Oil Lake Road Nos. I and 3                                     Missouri             1951, 1962                           24     Natural Gas/Oil Lake Road Nos. 6 and 7                                     Missouri             1989,1990                             42     Oil Nevada                                                     Missouri                 1974                             18     Oil Total GMO                                                                                                                           2,033 Total Great Plains Energy                                                                                                           6,481 (a) Share of a jointly owned unit.
Cb) In 2001, a new boiler, air quality control equipment and an uprated turbine was placed in service at the Hawthorn Generating Station.
(c) Accredited capacity is 16 MW pursuant to SPP reliability standards.
ld) Accredited capacity is 31 MW pursuant to SPP reliability standards.
ld) Accredited capacity is 31 MW pursuant to SPP reliability standards.
Primary Fuel Coal Nuclear Coal Coal Coal Coal Natural Gas Natural Gas Natural Gas Natural Gas Natural Gas Oil Oil Oil Oil Oil Wind Wind Coal Coal Coal Coal Natural Gas Natural Gas Natural Gas Natural Gas Natural Gas/Oil Natural Gas/Oil Natural Gas/Oil Oil Oil KCP&L owns 50% of La Cygne No. 1 and No. 2 Units, 70% of Iatan No. 1 Unit, 55% oflatan No. 2 Unit and 47% of Wolf Creek. GMO owns 18% of each of Iatan No. 1 and No. 2 Units and 8% of Jeffrey Energy Center No. 1, No. 2 and No. 3 Units. 29 Table of Contents Electric Utility Transmission and Distribution Resources Electric Utility's electric transmission system interconnects with systems of other utilities for reliability and to permit wholesale transactions with other electricity suppliers.
KCP&L owns 50% of La Cygne No. 1 and No. 2 Units, 70% of Iatan No. 1 Unit, 55% oflatan No. 2 Unit and 47% of Wolf Creek.
Electric Utility has approximately 3,600 circuit miles of transmission lines, 15,600 circuit miles of overhead distribution lines and 7,400 circuit miles of underground distribution lines in Missouri and Kansas. Electric Utility has all material franchise rights necessary to sell electricity within its retail service territory.
GMO owns 18% of each of Iatan No. 1 and No. 2 Units and 8% of Jeffrey Energy Center No. 1, No. 2 and No. 3 Units.
Electric Utility's transmission and distribution systems are routinely monitored for adequacy to meet customer needs. Management believes the current systems are adequate to serve customers.
29
Electric Utility General Electric Utility's generating plants are located on property owned (or co-owned) by KCP&L or GMO, except the Spearville Wind Energy Facilities which are located on easements, and the Crossroads Energy Center and the South Harper Facility which are contractually controlled.
 
Electric Utility's service centers, electric substations and a portion of its transmission and distribution systems are located on property owned or leased by Electric Utility. Electric Utility's transmission and distribution systems are for the most part located above or underneath highways, streets, other public places or property owned by others. Electric Utility believes that it has satisfactory rights to use those places or properties in the fo1m of pe1mits, grants, easements, licenses or franchise rights; however, it has not necessarily undertaken efforts to examine the underlying title to the land upon which the rights rest. Great Plains Energy's and KCP&L's headquarters are located in leased office space. Substantially all of the fixed property and franchises of KCP&L, which consist principally of electric generating stations, electric transmission and distribution lines and systems, and buildings (subject to exceptions, reservations and releases), are subject to a General Mortgage Indenture and Deed of Trust dated as of December I, 1986, as supplemented (Indenture).
Table of Contents Electric Utility Transmission and Distribution Resources Electric Utility's electric transmission system interconnects with systems of other utilities for reliability and to permit wholesale transactions with other electricity suppliers. Electric Utility has approximately 3,600 circuit miles of transmission lines, 15,600 circuit miles of overhead distribution lines and 7,400 circuit miles of underground distribution lines in Missouri and Kansas. Electric Utility has all material franchise rights necessary to sell electricity within its retail service territory. Electric Utility's transmission and distribution systems are routinely monitored for adequacy to meet customer needs. Management believes the current systems are adequate to serve customers.
Mortgage bonds totaling $479.5 million were outstanding at December 31, 2017. A portion of the fixed property and franchises of GMO are subject to a General Mortgage Indenture and Deed of Trust dated as of April I, 1946, as supplemented.
Electric Utility General Electric Utility's generating plants are located on property owned (or co-owned) by KCP&L or GMO, except the Spearville Wind Energy Facilities which are located on easements, and the Crossroads Energy Center and the South Harper Facility which are contractually controlled. Electric Utility's service centers, electric substations and a portion of its transmission and distribution systems are located on property owned or leased by Electric Utility. Electric Utility's transmission and distribution systems are for the most part located above or underneath highways, streets, other public places or property owned by others. Electric Utility believes that it has satisfactory rights to use those places or properties in the fo1m of pe1mits, grants, easements, licenses or franchise rights; however, it has not necessarily undertaken efforts to examine the underlying title to the land upon which the rights rest. Great Plains Energy's and KCP&L's headquarters are located in leased office space.
Mortgage bonds totaling $4.6 million were outstanding at December 3 l, 2017. ITEM 3. LEGAL PROCEEDINGS Other Proceedings The Companies are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses.
Substantially all of the fixed property and franchises of KCP&L, which consist principally of electric generating stations, electric transmission and distribution lines and systems, and buildings (subject to exceptions, reservations and releases), are subject to a General Mortgage Indenture and Deed of Trust dated as of December I, 1986, as supplemented (Indenture). Mortgage bonds totaling $479.5 million were outstanding at December 31, 2017.
For infonnation regarding material lawsuits and proceedings, see Notes 2, 6, 15 and 16 to the consolidated financial statements.
A portion of the fixed property and franchises of GMO are subject to a General Mortgage Indenture and Deed of Trust dated as of April I, 1946, as supplemented. Mortgage bonds totaling $4.6 million were outstanding at December 3 l, 2017.
Such information is incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS Other Proceedings The Companies are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For infonnation regarding material lawsuits and proceedings, see Notes 2, 6, 15 and 16 to the consolidated financial statements. Such information is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable.
30 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES GREAT PLAINS ENERGY Great Plains Energy's common stock is listed on the New York Stock Exchange under the symbol "GXP". At February 16, 2018, Great Plains Energy's common stock was held by 13,952 shareholders of record. Infonnation relating to market prices and cash dividends on Great Plains Energy's common stock is set forth in the following table. Common Stock Price Range (al Common Stock 2017 2016 Dividends Declared Quarter High Low High Low 2018 2017 2016 First $ 29.24 $ 26.87 $ 32.26 $ 26.34 $ 0.275 (b) $ 0.275 $ 0.2625 Second 29.92 27.86 32.68 28.35 0.275 0.2625 Third 31.58 29.14 31.22 26.53 0.275 0.2625 Fourth 34.70 30.55 28.60 26.20 0.275 0.275 (a) Based on closing stock prices. fhl Declared February 13, 2018, and payable March 20, 2018, to shareholders of record as ofFcbruary 27, 2018. Dividend Restrictions For information regarding dividend restrictions, see Note 13 to the consolidated financial statements.
30
Purchases of Equity Securities The following table provides information regarding purchases by Great Plains Energy for the three months ended December 31, 2017. Month October I -31 November I -30 December 1 -31 Total Issuer Purchases of Equity Securities Total Number of Shares (or Units) Purchased fa) Average Price Paid per Share (or Unit) 2,981 $ 2,421 17,424 22,826 $ 31.54 33.63 32.53 32.52 Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs NIA NIA NIA NIA (a) Represents open market purchases for the Company's Dividend Reinvestment and Direct Stock Purchase Plan and defined contribution savings plan (401 (k)). KCP&L KCP&L is a wholly owned subsidiary of Great Plains Energy, which holds the one share of issued and outstanding KCP&L common stock. Dividend Restrictions For information regarding dividend restrictions, see Note 13 to the consolidated financial statements.
 
31 Table of Contents ITEM 6. SELECTED FINANCIAL DATA Year Ended December 31 2017 2016 2015 2014(*) 2013(*) Great Plains Energy ( dollars in millions except per share amounts) Operating revenues $ 2,708 $ 2,676 $ 2,502 $ 2,568 $ 2,446 Net income (loss) $ (106) $ 290 $ 213 $ 243 $ 250 Basic and diluted earnings (loss) per common share $ (0.67) $ 1.61 $ 1.37 $ 1.57 $ 1.62 Total assets at year end (al $ 12,458 $ 13,570 $ 10,739 $ 10,453 $ 9,770 Total redeemable preferred stock, mandatorily redeemable preferred securities and long-term debt (including current maturities) (a) $ 3,664 $ 3,747 $ 3,746 $ 3,481 $ 3,492 Cash dividends per common share $ 1.10 $ 1.0625 $ 0.9975 $ 0.935 $ 0.8825 SEC ratio of earnings to combined fixed charges and preferred dividend requirements 1.66 2.54 2.58 2.72 2.75 KCP&L Operating revenues $ 1,891 $ 1,875 $ 1,714 $ 1,731 $ 1,671 Nctincome  
Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES GREAT PLAINS ENERGY Great Plains Energy's common stock is listed on the New York Stock Exchange under the symbol "GXP". At February 16, 2018, Great Plains Energy's common stock was held by 13,952 shareholders of record. Infonnation relating to market prices and cash dividends on Great Plains Energy's common stock is set forth in the following table.
$ 180 $ 225 $ 153 $ 162 $ 169 Total assets at year end (nl $ 8,124 $ 8,058 $ 7,815 $ 7,495 $ 6,821 Total redeemable preferred stock, mandatorily redeemable preferred securities and long-term debt (including current maturities) (a) $ 2,582 $ 2,565 $ 2,563 $ 2,297 $ 2,294 SEC ratio of earnings to fixed charges 3.05 3.30 2.57 2.69 2.76 C*l Applicable balances for the years ended December 31, 2014 and 2013 have been adjusted for the adoption of Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentation  
Common Stock Price Range (al                                                 Common Stock 2017                                 2016                                   Dividends Declared Quarter                                       High               Low                 High           Low               2018                   2017             2016 First                                       $   29.24       $     26.87         $     32.26     $     26.34       $   0.275   (b)     $       0.275     $   0.2625 Second                                         29.92             27.86               32.68           28.35                                     0.275         0.2625 Third                                           31.58             29.14               31.22           26.53                                     0.275         0.2625 Fourth                                           34.70             30.55               28.60           26.20                                     0.275           0.275 (a)   Based on closing stock prices.
()[Debt Jysuance Cos LY. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERA TIO NS GREAT PLAINS ENERGY INCORPORATED EXECUTIVE  
fhl   Declared February 13, 2018, and payable March 20, 2018, to shareholders of record as ofFcbruary 27, 2018.
Dividend Restrictions For information regarding dividend restrictions, see Note 13 to the consolidated financial statements.
Purchases of Equity Securities The following table provides information regarding purchases by Great Plains Energy for the three months ended December 31, 2017.
Issuer Purchases of Equity Securities Maximum Number (or Total Number of           Approximate Dollar Shares (or Units)         Value) of Shares (or Total Number of                                    Purchased as Part of Units) that May Yet Be Shares (or Units)       Average Price Paid per     Publicly Announced          Purchased Under the Month                                                                Purchased fa)              Share (or Unit)         Plans or Programs          Plans or Programs October I - 31                                                                    2,981 $                     31.54                                        NIA November I - 30                                                                    2,421                       33.63                                        NIA December 1 - 31                                                                  17,424                       32.53                                        NIA Total                                                                        22,826 $                     32.52                                       NIA (a) Represents open market purchases for the Company's Dividend Reinvestment and Direct Stock Purchase Plan and defined contribution savings plan (401 (k)).
KCP&L KCP&L is a wholly owned subsidiary of Great Plains Energy, which holds the one share of issued and outstanding KCP&L common stock.
Dividend Restrictions For information regarding dividend restrictions, see Note 13 to the consolidated financial statements.
31
 
Table of Contents ITEM 6. SELECTED FINANCIAL DATA Year Ended December 31                                                                 2017                 2016                 2015               2014(*)     2013(*)
Great Plains Energy                                                                                         (dollars in millions except per share amounts)
Operating revenues                                                               $       2,708       $       2,676         $     2,502       $     2,568   $   2,446 Net income (loss)                                                                 $         (106)     $         290         $       213       $       243   $       250 Basic and diluted earnings (loss) per common share                               $       (0.67)     $         1.61       $       1.37       $       1.57 $     1.62 Total assets at year end (al                                                     $     12,458       $     13,570         $     10,739       $     10,453   $   9,770 Total redeemable preferred stock, mandatorily redeemable preferred securities and long-term debt (including current maturities) (a)                                 $       3,664       $       3,747         $     3,746       $     3,481   $   3,492 Cash dividends per common share                                                   $         1.10       $     1.0625         $   0.9975       $     0.935   $   0.8825 SEC ratio of earnings to combined fixed charges and preferred dividend requirements                                                         1.66               2.54               2.58               2.72         2.75 KCP&L Operating revenues                                                               $       1,891       $       1,875         $     1,714       $     1,731   $     1,671 Nctincome                                                                         $         180       $         225         $       153       $       162   $       169 Total assets at year end (nl                                                     $       8,124       $       8,058         $     7,815       $     7,495   $   6,821 Total redeemable preferred stock, mandatorily redeemable preferred securities and long-term debt (including current maturities) (a)                                 $       2,582       $       2,565         $     2,563       $     2,297   $   2,294 SEC ratio of earnings to fixed charges                                                       3.05                 3.30                 2.57               2.69         2.76 C*l Applicable balances for the years ended December 31, 2014 and 2013 have been adjusted for the adoption of Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentation ()[Debt Jysuance Cos LY.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIO NS GREAT PLAINS ENERGY INCORPORATED EXECUTIVE  


==SUMMARY==
==SUMMARY==
Description of Business Great Plains Energy is a public utility holding company and does not own or operate any significant asset<; other than the stock of its subsidia1ies and cash and cash equivalents.
Description of Business Great Plains Energy is a public utility holding company and does not own or operate any significant asset<; other than the stock of its subsidia1ies and cash and cash equivalents.
Great Plains Energy's sole reportable business segment is Electric Utility. Electric Utility consists ofKCP&L, a regulated utility, GMO's regulated utility operations and GMO Receivables Company. Electric Utility has approximately 6,500 MWs of owned generating capacity and engages in the generation, transmission, distribution and sale of electricity to approximately 867,100 customers in the states of Missouri and Kansas. Electric Utility's retail electricity rates are comparable to the national average of investor-owned utilities.
Great Plains Energy's sole reportable business segment is Electric Utility. Electric Utility consists ofKCP&L, a regulated utility, GMO's regulated utility operations and GMO Receivables Company. Electric Utility has approximately 6,500 MWs of owned generating capacity and engages in the generation, transmission, distribution and sale of electricity to approximately 867,100 customers in the states of Missouri and Kansas. Electric Utility's retail electricity rates are comparable to the national average of investor-owned utilities.
Great Plains Energy's corporate and other activities not included in the sole reportable business segment includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges including certain costs to achieve the anticipated merger with Westar. Anticipated Merger with Westar Energy, Inc. On July 9, 2017, Great Plains Energy entered into an Amended Merger Agreement by and among Great Plains Energy, Westar, Holdco, and Merger Sub. Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such 32 L Table of Contents merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Upon closing, pursuant to the Amended Merger Agreement, each outstanding share of Great Plains Energy's and Westar's common stock will be converted into the right to receive 0.59 81 and 1.0, respectively, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar. The anticipated merger has been structured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company. Great Plains Energy's anticipated merger with Westar was unanimously approved by the Great Plains Energy Board and Westar Board of Directors, has received the approvals of each of Great Plains Energy's and Westar's shareholders and has received early termination of the waiting period under the HSR Act with respect to antitrust review. The anticipated merger remains subject to regulatory approvals from KCC, the MPSC, NRC, FERC and FCC; as well as other contractual conditions.
Great Plains Energy's corporate and other activities not included in the sole reportable business segment includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges including certain costs to achieve the anticipated merger with Westar.
Anticipated Merger with Westar Energy, Inc.
On July 9, 2017, Great Plains Energy entered into an Amended Merger Agreement by and among Great Plains Energy, Westar, Holdco, and Merger Sub. Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such 32
 
Table of Contents merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Upon closing, pursuant to the Amended Merger Agreement, each outstanding share of Great Plains Energy's and Westar's common stock will be converted into the right to receive 0.59 81 and 1.0, respectively, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Holdco.
Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar.
The anticipated merger has been structured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company.
Great Plains Energy's anticipated merger with Westar was unanimously approved by the Great Plains Energy Board and Westar Board of Directors, has received the approvals of each of Great Plains Energy's and Westar's shareholders and has received early termination of the waiting period under the HSR Act with respect to antitrust review. The anticipated merger remains subject to regulatory approvals from KCC, the MPSC, NRC, FERC and FCC; as well as other contractual conditions.
See Note 2 to the consolidated financial statements for more information regarding the anticipated merger and redemption of acquisition financing associated with the Original Merger Agreement.
See Note 2 to the consolidated financial statements for more information regarding the anticipated merger and redemption of acquisition financing associated with the Original Merger Agreement.
Expected Plant Retirements In June 2017, Great Plains Energy and KCP&L announced plans to retire KCP&L's Montrose Station and GMO's Sibley Station by December 31, 2018 and GMO's Lake Road No. 4/6 Unit by December 31, 2019. The decision to retire these generating units, which represent approximately 900 MWs of generating capacity, was primarily driven by the age of the plants, expected environmental compliance costs and expected future generation capacity needs. See Note 1 to the consolidated financial statement<;
Expected Plant Retirements In June 2017, Great Plains Energy and KCP&L announced plans to retire KCP&L's Montrose Station and GMO's Sibley Station by December 31, 2018 and GMO's Lake Road No. 4/6 Unit by December 31, 2019. The decision to retire these generating units, which represent approximately 900 MWs of generating capacity, was primarily driven by the age of the plants, expected environmental compliance costs and expected future generation capacity needs. See Note 1 to the consolidated financial statement<; for more information regarding the retirement of Sibley No. 3 Unit.
for more information regarding the retirement of Sibley No. 3 Unit. Tax Reform In December 2017, the U.S. Congress passed and President Donald Trump signed Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act represents the first major reform in U.S. income tax law since 1986. Most notably, the Tax Act reduces the current top corporate income tax rate from 35% to 21 % beginning in 2018, repeals the corporate Alternative Minimum Tax (AMT), makes existing AMT tax credit carryforwards refundable, and changes the deductibility and taxability of certain items, among other things. See Note 21 to the consolidated financial statements for more information regarding the impact of tax reform on Great Plains Energy and KCP&L. Earnings Overview Great Plains Energy had a loss available for common shareholders of$143.5 million or $0.67 per share in 2017 compared to earnings of $273 .5 million or$ l .61 per share in 2016. This decrease in earnings was largely driven by a number of non-recurring impacts due to the anticipated merger with Westar and the impacts of U.S. federal income tax reform. TI1e specific drivers of the decrease in earnings were lower gross margin; higher depreciation expense; a loss on the settlement of the 7.00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock) dividend make-whole provisions; a loss on extinguishment of debt related to the redemption of Great Plains Energy's $4.3 billion senior notes; an increase in interest charges; higher income tax expense and increased preferred stock dividend requirements and redemption premium; partially offset by a decrease in injuries and damages expense due to settled litigation and an increase in interest income. In addition, a higher number of average shares outstanding due to Great Plains Energy's registered public offering of 60.5 million shares of common stock in October 2016 diluted the 2017 loss per share by $0.26. For additional information regarding the change in earnings (loss), refer to the Great Plains Energy Results of Operations and the Electric Utility Results of Operations sections within this Management's Discussion and 33 Table of Contents Analysis of Financial Condition and Results of Operations.
Tax Reform In December 2017, the U.S. Congress passed and President Donald Trump signed Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act represents the first major reform in U.S. income tax law since 1986. Most notably, the Tax Act reduces the current top corporate income tax rate from 35% to 21 % beginning in 2018, repeals the corporate Alternative Minimum Tax (AMT), makes existing AMT tax credit carryforwards refundable, and changes the deductibility and taxability of certain items, among other things. See Note 21 to the consolidated financial statements for more information regarding the impact of tax reform on Great Plains Energy and KCP&L.
Gross margin is a non-GAAP financial measure. See the explanation of gross margin under Great Plains Energy's Results of Operations.
Earnings Overview Great Plains Energy had a loss available for common shareholders of$143.5 million or $0.67 per share in 2017 compared to earnings of $273 .5 million or$ l .61 per share in 2016. This decrease in earnings was largely driven by a number of non-recurring impacts due to the anticipated merger with Westar and the impacts of U.S. federal income tax reform. TI1e specific drivers of the decrease in earnings were lower gross margin; higher depreciation expense; a loss on the settlement of the 7.00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock) dividend make-whole provisions; a loss on extinguishment of debt related to the redemption of Great Plains Energy's $4.3 billion senior notes; an increase in interest charges; higher income tax expense and increased preferred stock dividend requirements and redemption premium; partially offset by a decrease in injuries and damages expense due to settled litigation and an increase in interest income.
In addition, a higher number of average shares outstanding due to Great Plains Energy's registered public offering of 60.5 million shares of common stock in October 2016 diluted the 2017 loss per share by $0.26.
For additional information regarding the change in earnings (loss), refer to the Great Plains Energy Results of Operations and the Electric Utility Results of Operations sections within this Management's Discussion and 33 L
 
Table of Contents Analysis of Financial Condition and Results of Operations. Gross margin is a non-GAAP financial measure. See the explanation of gross margin under Great Plains Energy's Results of Operations.
Adjusted Earnings (Non-GAAP) and Adjusted Earnings Per Share (Non-GAAP)
Adjusted Earnings (Non-GAAP) and Adjusted Earnings Per Share (Non-GAAP)
Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for 2017 were $269 .4 million or $1.74 per share, respectively.
Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for 2017 were $269 .4 million or
Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for 2016 were $286.0 million and $1.85, respectively.
$1.74 per share, respectively. Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for 2016 were $286.0 million and $1.85, respectively. For 2015, adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) were the same as GAAP earnings and GAAP earnings per share at $211.4 million and $1.37, respectively. In addition to earnings (loss) available for common shareholders and diluted earnings (Joss) per common share, Great Plains Energy's management uses adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) to evaluate earnings and earnings per share without the impact of the anticipated merger with Westar and the initial impact of U.S. federal income tax reform.
For 2015, adjusted earnings (non-GAAP) and adjusted earnings per share GAAP) were the same as GAAP earnings and GAAP earnings per share at $211.4 million and $1.37, respectively.
Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) excludes certain costs, expenses, gains, losses and the per share dilutive effect of equity issuances resulting from the anticipated merger and the previous plan to acquire Westar and the income tax expense associated with the revaluation of defen-ed income taxes and other initial effects resulting from the enactment of U.S. federal income tax reform. This information is intended to enhance an investor's overall understanding of results. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are used internally to measure perforn1ance against budget and in reports for management and the Great Plains Energy Board. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are financial measures that are not calculated in accordance with GAAP and may not be comparable to other companies' presentations or more useful than the GAAP information provided elsewhere in this report.
In addition to earnings (loss) available for common shareholders and diluted earnings (Joss) per common share, Great Plains Energy's management uses adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) to evaluate earnings and earnings per share without the impact of the anticipated merger with Westar and the initial impact of U.S. federal income tax reform. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) excludes certain costs, expenses, gains, losses and the per share dilutive effect of equity issuances resulting from the anticipated merger and the previous plan to acquire Westar and the income tax expense associated with the revaluation of defen-ed income taxes and other initial effects resulting from the enactment of U.S. federal income tax reform. This information is intended to enhance an investor's overall understanding of results. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are used internally to measure perforn1ance against budget and in reports for management and the Great Plains Energy Board. Adjusted earnings (non-GAAP) and adjusted earnings per share GAAP) are financial measures that are not calculated in accordance with GAAP and may not be comparable to other companies' presentations or more useful than the GAAP information provided elsewhere in this report. 34 J
34 J
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Table of Contents The following table provides a reconciliation between earnings (loss) available for common shareholders and diluted earnings (loss) per common share as determined in accordance with GAAP and adjusted earnings (non-GAAP) and adjusted earnings per share GAAP): Reconciliation ofGAAP to Non-GAAP Earnings (Loss) Earnings (Loss) per Diluted Share 2017 2016 2015 2017 2016 2015 Earnings (loss) available for common shareholders Costs to achieve the anticipated merger with Westar: Operating expense, pre-tax (al Financing, pre-tax (bl Mark-to-market impacts ofinterest rate swaps, pre-tax (cJ Interest income, pre-tax (ct) Loss on Series B Preferred Stock dividend make-whole provisions, pre-tax (c) Loss on extinguishment of debt, pre-tax(!)
Table of Contents The following table provides a reconciliation between earnings (loss) available for common shareholders and diluted earnings (loss) per common share as determined in accordance with GAAP and adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP):
Write-off of Series A deferred offering expenses, pre-tax (g) Income tax expense (benefit) (h) Preferred stock (i) Impact of October 2016 share issuance Gl Impact of U.S. federal income tax reform: Income tax expense (k) Adjusted earnings (non-GAAP)
Reconciliation ofGAAP to Non-GAAP                                                                   Earnings (Loss)                       Earnings (Loss) per Diluted Share 2017           2016           2015             2017           2016           2015 (millions, except per share amounts)
Average Shares Outstanding (millions, except per share amounts) $ (143.5) $ 273.5 $ 211.4 $ (0.67) $ 1.61 $ $ 31.8 85.5 (12.1) (22.8) 124.8 82.8 15.0 (59.7) 37.3 NIA 130.3 34.2 35.9 (79.3) (3.2) 9.5 15.4 NIA NIA 269.4 $ 286.0 $ 211.4 $ 0.21 0.55 (0.08) (0.15) 0.80 0.53 0.10 (0.37) 0.24 (0.26) 0.84 1.74 $ 0.22 0.24 (0.51) (0.02) 0.06 0.10 0.15 1.85 $ 1.37 1.37 Shares used in calculating diluted earnings (loss) per common share Adjustment for October2016 share issuance Gl 215.5 169.8 154.8 (60.5) (14.9) Shares used in calculating adjusted earnings per share (non-GAAP) 155.0 154.9 154.8 (aJ Reflects legal, advisory and consulting fees and certain severance expenses and are included in Costs to achieve the anticipated merger with Westar on the consolidated statements of comprehensive income (loss). (bl Reflects fees for a bridge term loan facility and interest on Great Plains Energy's $4.3 billion senior notes and are included in Interest charges on the consolidated statements of comprehensive income (loss). (cl Reflects the mark-to-market impacl~ of interest rate swaps and is included in Interest charges and Non-operating income on the consolidated statements of comprehensive income (loss). (dJ Reflects interest income earned on the proceeds from Great Plains Energy's October 2016 equity offerings and March 2017 issuance of $4.3 billion senior notes and is included in Non-operating income on the consolidated statements of comprehensive income (loss). (c) Reflects the loss on the settlement of the Series B Preferred Stock dividend make-whole provisions and is included within Loss on Series B Preferred Stock dividend whole provisions on the consolidated statements of comprehensive income (loss). (f) Reflects the loss on cxtinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes and is included within Loss on extinguishment of debt on tl1e consolidated statements of comprehensive income (loss). tg) Reflects the write-off of deferred offering fees as a result of the tennination of the stock purchase agreement for $750 1nillion of 7 .25% Mandatory Convertible Preferred Stock, Series A (Series A Preferred Stock) and is included within Non-operating expenses on the consolidated statements of comprehensive income (loss). (hl Reflects an income tax effect calculated at a 38. 9% statutory rate, with the exception of certain non-deductible legal and financing fees. ti) Reflects reductions to earnings available for common shareholders related to preferred stock dividend requirements for Great Plains Energy's Series B Preferred Stock and redemption premiums associated witl1 Series B Preferred Stock and cumulative preferred stock and are included in Preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss). U) Reflects the average share impact of Great Plains Energy's issuance of 60.5 million shares of common stock in October 2016. (kl Reflects income tax expense associated with tl1e revaluation of deferred income taxes and other initial impacts resulting from the enactment of U.S. federal income tax refom1. 35 Table of Contents Regulatory Proceedings See Note 6 to the consolidated financial statements for information regarding regulatory proceedings.
Earnings (loss) available for common shareholders                                       $    (143.5)    $    273.5      $    211.4      $    (0.67)    $      1.61      $    1.37 Costs to achieve the anticipated merger with Westar:
Operating expense, pre-tax     (al                                                         31.8            34.2                            0.21            0.22 Financing, pre-tax (bl                                                                     85.5            35.9                            0.55            0.24 Mark-to-market impacts ofinterest rate swaps, pre-tax           (cJ                       (12.1)          (79.3)                          (0.08)          (0.51)
Interest income, pre-tax (ct)                                                             (22.8)            (3.2)                          (0.15)          (0.02)
Loss on Series B Preferred Stock dividend make-whole provisions, pre-tax (c)                                                                                 124.8                                            0.80 Loss on extinguishment of debt, pre-tax(!)                                                 82.8                                            0.53 Write-off of Series A deferred offering expenses, pre-tax (g)                               15.0                                            0.10 Income tax expense (benefit) (h)                                                           (59.7)            9.5                          (0.37)          0.06 Preferred stock (i)                                                                         37.3            15.4                            0.24            0.10 Impact of October 2016 share issuance Gl                                                     NIA            NIA              NIA            (0.26)          0.15 Impact of U.S. federal income tax reform:
Income tax expense (k)                                                                     130.3                                            0.84 Adjusted earnings (non-GAAP)                                                           $     269.4     $     286.0     $   211.4     $     1.74     $     1.85     $     1.37 Average Shares Outstanding Shares used in calculating diluted earnings (loss) per common share                                                                         215.5           169.8           154.8 Adjustment for October2016 share issuance Gl                                                                                                (60.5)         (14.9)
Shares used in calculating adjusted earnings per share (non-GAAP)                                                                           155.0         154.9           154.8 (aJ Reflects legal, advisory and consulting fees and certain severance expenses and are included in Costs to achieve the anticipated merger with Westar on the consolidated statements of comprehensive income (loss).
(bl Reflects fees for a bridge term loan facility and interest on Great Plains Energy's $4.3 billion senior notes and are included in Interest charges on the consolidated statements of comprehensive income (loss).
(cl Reflects the mark-to-market impacl~ of interest rate swaps and is included in Interest charges and Non-operating income on the consolidated statements of comprehensive income (loss).
(dJ Reflects interest income earned on the proceeds from Great Plains Energy's October 2016 equity offerings and March 2017 issuance of $4.3 billion senior notes and is included in Non-operating income on the consolidated statements of comprehensive income (loss).
(c) Reflects the loss on the settlement of the Series B Preferred Stock dividend make-whole provisions and is included within Loss on Series B Preferred Stock dividend make-whole provisions on the consolidated statements of comprehensive income (loss).
(f) Reflects the loss on cxtinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes and is included within Loss on extinguishment of debt on tl1e consolidated statements of comprehensive income (loss).
tg) Reflects the write-off of deferred offering fees as a result of the tennination of the stock purchase agreement for $750 1nillion of 7 .25% Mandatory Convertible Preferred Stock, Series A (Series A Preferred Stock) and is included within Non-operating expenses on the consolidated statements of comprehensive income (loss).
(hl Reflects an income tax effect calculated at a 38. 9% statutory rate, with the exception of certain non-deductible legal and financing fees.
ti) Reflects reductions to earnings available for common shareholders related to preferred stock dividend requirements for Great Plains Energy's Series B Preferred Stock and redemption premiums associated witl1 Series B Preferred Stock and cumulative preferred stock and are included in Preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss).
U) Reflects the average share impact of Great Plains Energy's issuance of 60.5 million shares of common stock in October 2016.
(kl Reflects income tax expense associated with tl1e revaluation of deferred income taxes and other initial impacts resulting from the enactment of U.S. federal income tax refom1.
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Table of Contents Regulatory Proceedings See Note 6 to the consolidated financial statements for information regarding regulatory proceedings.
Impact of Recently Issued Accounting Standards See Note 1 to the consolidated financial statements for infonnation regarding the impact of recently issued accounting standards.
Impact of Recently Issued Accounting Standards See Note 1 to the consolidated financial statements for infonnation regarding the impact of recently issued accounting standards.
Wolf Creek Refueling Outage Wolf Creek's latest refueling outage began on September 10, 2016 and ended on November 21, 2016. Wolf Creek's next refueling outage is planned to begin in March of2018. ENVIRONMENTAL MATTERS See Note 15 to the consolidated financial statements for information regarding environmental matters. RELATED PARTY TRANSACTIONS See Note 18 to the consolidated financial statements for information regarding related party transactions.
Wolf Creek Refueling Outage Wolf Creek's latest refueling outage began on September 10, 2016 and ended on November 21, 2016. Wolf Creek's next refueling outage is planned to begin in March of2018.
CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amount<, and related disclosures.
ENVIRONMENTAL MATTERS See Note 15 to the consolidated financial statements for information regarding environmental matters.
Management considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates that could have been used could have a material impact on Great Plains Energy's results of operations and financial position.
RELATED PARTY TRANSACTIONS See Note 18 to the consolidated financial statements for information regarding related party transactions.
Management has identified the following accounting policies as critical to the understanding of Great Plains Energy's results of operations and financial position.
CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amount<, and related disclosures. Management considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates that could have been used could have a material impact on Great Plains Energy's results of operations and financial position. Management has identified the following accounting policies as critical to the understanding of Great Plains Energy's results of operations and financial position.
Management has discussed the development and selection of these critical accounting policies with the Audit Committee of the Great Plains Energy Board of Directors.
Management has discussed the development and selection of these critical accounting policies with the Audit Committee of the Great Plains Energy Board of Directors.
Pensions Great Plains Energy incurs significant costs in providing non-contributory defined pension benefits.
Pensions Great Plains Energy incurs significant costs in providing non-contributory defined pension benefits. The costs are measured using actuarial valuations that are dependent upon numerous factors derived from actual plan experience and assumptions of future plan experience.
The costs are measured using actuarial valuations that are dependent upon numerous factors derived from actual plan experience and assumptions of future plan experience.
Pension cost'> are impacted by actual employee demographics (including age, life expectancies, compensation levels and employment periods), earnings on plan assets, the level of contributions made to the plan, and plan amendments. In addition, pension cost'> are also affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in dete1mining the projected benefit obligation and pension costs.
Pension cost'> are impacted by actual employee demographics (including age, life expectancies, compensation levels and employment periods), earnings on plan assets, the level of contributions made to the plan, and plan amendments.
The assumed rate of return on plan assets was developed based on the weighted-average of long-term returns forecast for the expected portfolio mix of investments held by the plan. The assumed discount rate was selected based on the prevailing market rate of fixed income debt instruments with maturities matching the expected timing of the benefit obligation. These assumptions, updated annually at the measurement date, are based on management's best estimates and judgment; however, material changes may occur if these assumptions differ from actual events. See Note 9 to the consolidated financial statements for information regarding the assumptions used to determine benefit obligations and net costs.
In addition, pension cost'> are also affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in dete1mining the projected benefit obligation and pension costs. The assumed rate of return on plan assets was developed based on the weighted-average of long-term returns forecast for the expected portfolio mix of investments held by the plan. The assumed discount rate was selected based on the prevailing market rate of fixed income debt instruments with maturities matching the expected timing of the benefit obligation.
36
These assumptions, updated annually at the measurement date, are based on management's best estimates and judgment; however, material changes may occur if these assumptions differ from actual events. See Note 9 to the consolidated financial statements for information regarding the assumptions used to determine benefit obligations and net costs. 36 _J Table of Contents The following table reflects the sensitivities associated with a 0.5% increase or a 0.5% decrease in key actuarial assumptions.
_J
Each sensitivity reflects the impact of the change based on a change in that assumption only. Impact on Impact on Projected 2017 Change in Benefit Pension Actuarial assumption Assumption Obligation Expense (millions)
 
Discount rate 0.5% increase $ (97.4) $ (6.3) Rate of return on plan assets 0.5% increase (3.7) Discount rate 0.5% decrease I IO.I 7.0 Rate of return on plan assets 0.5% decrease 3.7 Pension expense for KCP&L and GMO is recorded in accordance with rate orders from the MPSC and KCC. The orders allow the difference between pension costs under GAAP and pension costs for ratemaking to be recorded as a regulatory asset or liability with future ratemaking recovery or refunds, as appropriate.
Table of Contents The following table reflects the sensitivities associated with a 0.5% increase or a 0.5% decrease in key actuarial assumptions. Each sensitivity reflects the impact of the change based on a change in that assumption only.
In 2017, Great Plains Energy's pension expense was $113 .2 million under GAAP and $99 .4 million for ratemaking.
Impact on             Impact on Projected               2017 Change in                   Benefit               Pension Actuarial assumption                                                                 Assumption                 Obligation               Expense (millions)
The impact on 2017 pension expense in the table above reflects the impact on GAAP pension costs. Under the Companies' rate agreements, any increase or decrease in GAAP pension expense would be deferred in a regulatory asset or liability for future ratemaking treatment.
Discount rate                                                                       0.5% increase               $     (97.4)         $       (6.3)
See Note 9 to the consolidated financial statements for additional information regarding the accounting for pensions.
Rate of return on plan assets                                                       0.5% increase                                             (3.7)
Discount rate                                                                       0.5% decrease                     I IO.I                   7.0 Rate of return on plan assets                                                       0.5% decrease                                               3.7 Pension expense for KCP&L and GMO is recorded in accordance with rate orders from the MPSC and KCC. The orders allow the difference between pension costs under GAAP and pension costs for ratemaking to be recorded as a regulatory asset or liability with future ratemaking recovery or refunds, as appropriate.
In 2017, Great Plains Energy's pension expense was $113 .2 million under GAAP and $99 .4 million for ratemaking. The impact on 2017 pension expense in the table above reflects the impact on GAAP pension costs. Under the Companies' rate agreements, any increase or decrease in GAAP pension expense would be deferred in a regulatory asset or liability for future ratemaking treatment. See Note 9 to the consolidated financial statements for additional information regarding the accounting for pensions.
Market conditions and interest rates significantly affect the future assets and liabilities of the plan. It is difficult to predict future pension cosL~, changes in pension liability and cash funding requirements due to the inherent uncertainty of market conditions.
Market conditions and interest rates significantly affect the future assets and liabilities of the plan. It is difficult to predict future pension cosL~, changes in pension liability and cash funding requirements due to the inherent uncertainty of market conditions.
Regulatory Assets and Liabilities The Company has recorded assets and liabilities on its consolidated balance sheets resulting from the effects of the ratemaking process, which would not otherwise be recorded under GAAP. Regulatory assets represent incurred costs that are probable ofrecovery from future revenues.
Regulatory Assets and Liabilities The Company has recorded assets and liabilities on its consolidated balance sheets resulting from the effects of the ratemaking process, which would not otherwise be recorded under GAAP. Regulatory assets represent incurred costs that are probable ofrecovery from future revenues. Regulatory liabilities represent future reductions in revenues or refunds to customers.
Regulatory liabilities represent future reductions in revenues or refunds to customers.
Management regularly assesses whether regulatory assets and liabilities are probable of future recovery or refund by considering factors such as decisions by the MPSC, KCC or FERC in Electric Utility's rate case filings; decisions in other regulato1y proceedings, including decisions related to other companies that establish precedent on matters applicable to Electric Utility; and changes in laws and regulations. If recovery or refund of regulatory assets or liabilities is not approved by regulators or is no longer deemed probable, these regulatory assets or liabilities are recognized in the current period results of operations. Electric Utility's continued ability to meet the criteria for recording regulatory assets and liabilities may be affected in the future by restructuring and deregulation in the electric industry or changes in accounting rules. In the event that the criteria no longer applied to all or a portion of Electric Utility's operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism were provided.
Management regularly assesses whether regulatory assets and liabilities are probable of future recovery or refund by considering factors such as decisions by the MPSC, KCC or FERC in Electric Utility's rate case filings; decisions in other regulato1y proceedings, including decisions related to other companies that establish precedent on matters applicable to Electric Utility; and changes in laws and regulations.
If recovery or refund of regulatory assets or liabilities is not approved by regulators or is no longer deemed probable, these regulatory assets or liabilities are recognized in the current period results of operations.
Electric Utility's continued ability to meet the criteria for recording regulatory assets and liabilities may be affected in the future by restructuring and deregulation in the electric industry or changes in accounting rules. In the event that the criteria no longer applied to all or a portion of Electric Utility's operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism were provided.
Additionally, these factors could result in an impai1ment on utility plant assets. See Note 6 to the consolidated financial statements for additional info1mation.
Additionally, these factors could result in an impai1ment on utility plant assets. See Note 6 to the consolidated financial statements for additional info1mation.
Impairments of Assets, Intangible Assets and Goodwill Long-lived assets and intangible assets subject to amortization are required to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed under GAAP. 37 Table of Contents Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impai1ment exists. The goodwill impairment test consists of comparing the fair value of a reporting unit to its carrying amount, including goodwill, to identify potential impairment.
Impairments of Assets, Intangible Assets and Goodwill Long-lived assets and intangible assets subject to amortization are required to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed under GAAP.
In the event that the carrying amount exceeds the fair value of the reporting unit, an impainnent loss is recognized for the difference between the carrying amount of the reporting unit and its fair value. Great Plains Energy's regulated electric utility operations are considered one reporting unit for assessment of impaim1ent, as they are included within the same operating segment and have similar economic characteristics.
37
 
Table of Contents Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impai1ment exists. The goodwill impairment test consists of comparing the fair value of a reporting unit to its carrying amount, including goodwill, to identify potential impairment. In the event that the carrying amount exceeds the fair value of the reporting unit, an impainnent loss is recognized for the difference between the carrying amount of the reporting unit and its fair value. Great Plains Energy's regulated electric utility operations are considered one reporting unit for assessment of impaim1ent, as they are included within the same operating segment and have similar economic characteristics.
The annual impaim1ent test for the $169.0 million of GMO acquisition goodwill was conducted on September 1, 2017. Fair value of the reporting unit substantially exceeded the carrying amount, including goodwill; therefore, there was no impairment of goodwill.
The annual impaim1ent test for the $169.0 million of GMO acquisition goodwill was conducted on September 1, 2017. Fair value of the reporting unit substantially exceeded the carrying amount, including goodwill; therefore, there was no impairment of goodwill.
The determination of fair value of the reporting unit consisted of two valuation techniques:
The determination of fair value of the reporting unit consisted of two valuation techniques: an income approacl]. consisting of a discounted cash flow analysis and a market approach consisting of a detennination ofreporting unit in vested capital using market multiples derived from the historical revenue, earnings before interest, income taxes, depreciation and amortization, net utility asset values and market prices of stock of peer companies. The results of the two techniques were evaluated and weighted to dete1mine a point within the range that management considered representative of fair value for the reporting unit, which involves a significant amount of management judgment.
an income approacl].
The discounted cash flow analysis is most significantly impacted by two assumptions: estimated future cash flows and the discount rate applied to those cash flows. Management detennined the appropriate discount rate to be based on the reporting unit's weighted average cost of capital 0NACC). l11e WACC takes into account both the return on equity authorized by the MPSC and KCC and after-tax cost of debt. Estimated future cash flows are based on Great Plains Energy's internal business plan, which assumes the occurrence of certain events in the future, such as the outcome of future rate filings, foture approved rates of return on equity, anticipated earnings/returns related to future capital investments, continued recovery of cost of service and the renewal of certain contracts. Management also makes assumptions regarding the nm rate of operations, maintenance and general and administrative costs based on the expected outcome of the aforementioned events. Should the actual outcome of some or all of these assumptions differ significantly from the current assumptions, revisions to current cash flow assumptions could cause the fair value of Great Plains Energy's reporting unit under the income approach to be significantly different in future periods and could result in a future impaim1ent charge to goodwill.
consisting of a discounted cash flow analysis and a market approach consisting of a detennination ofreporting unit in vested capital using market multiples derived from the historical revenue, earnings before interest, income taxes, depreciation and amortization, net utility asset values and market prices of stock of peer companies.
The market approach analysis is most significantly impacted by management's selection of relevant peer companies as well as the determination of an appropriate control premium to be added to the calculated invested capital of the reporting unit, as control premiums associated with a controlling interest are not reflected in the quoted market price of a single share of stock. Management detern1ined an appropriate control premium by using an average of control premiums for recent acquisitions in the industry. Changes in results of peer companies, selection of different peer companies and future acquisitions with significantly different control premiums could result in a significantly different fair value of Great Plains Energy's reporting unit.
The results of the two techniques were evaluated and weighted to dete1mine a point within the range that management considered representative of fair value for the reporting unit, which involves a significant amount of management judgment.
Income Taxes Income taxes are accounted for using the asset/liability approach. Deferred tax assets and liabilities are detem1ined based on tl1e temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statuto1y tax rates in effect for the year in which the differences are expected to reverse. Deferred investment tax credits are amortized ratably over the life of the related property. Deferred tax assets are also recorded for net operating losses, capital losses and tax credit carryforwards. The Company is required to estimate the amount of taxes payable or refundable for the ctment year and the deferred tax liabilities and assets for foture tax consequences of events reflected in the Company's consolidated financial statements or tax returns. Actual results could differ from these estimates for a variety ofreasons including changes in income tax laws, enacted tax rates and results of audits by taxing authorities. This process also requires management to make assessments regarding the timing and probability of the ultimate tax impact from which actual results may differ. The Company records valuation allowances on deferred tax assets if it is detern1ined that it is more likely than not that the asset will not be realized. See Note 21 to the consolidated financial statements for additional information.
The discounted cash flow analysis is most significantly impacted by two assumptions:
38 r
estimated future cash flows and the discount rate applied to those cash flows. Management detennined the appropriate discount rate to be based on the reporting unit's weighted average cost of capital 0N ACC). l11e WACC takes into account both the return on equity authorized by the MPSC and KCC and after-tax cost of debt. Estimated future cash flows are based on Great Plains Energy's internal business plan, which assumes the occurrence of certain events in the future, such as the outcome of future rate filings, foture approved rates of return on equity, anticipated earnings/returns related to future capital investments, continued recovery of cost of service and the renewal of certain contracts.
 
Management also makes assumptions regarding the nm rate of operations, maintenance and general and administrative costs based on the expected outcome of the aforementioned events. Should the actual outcome of some or all of these assumptions differ significantly from the current assumptions, revisions to current cash flow assumptions could cause the fair value of Great Plains Energy's reporting unit under the income approach to be significantly different in future periods and could result in a future impaim1ent charge to goodwill.
Table of Contents GREAT PLAINS ENERGY RESULTS OF OPERATIONS The following table summarizes Great Plains Energy's comparative results of operations.
The market approach analysis is most significantly impacted by management's selection of relevant peer companies as well as the determination of an appropriate control premium to be added to the calculated invested capital of the reporting unit, as control premiums associated with a controlling interest are not reflected in the quoted market price of a single share of stock. Management detern1ined an appropriate control premium by using an average of control premiums for recent acquisitions in the industry.
2017            2016              2015 (millions)
Changes in results of peer companies, selection of different peer companies and future acquisitions with significantly different control premiums could result in a significantly different fair value of Great Plains Energy's reporting unit. Income Taxes Income taxes are accounted for using the asset/liability approach.
Operating revenues                                                                         $      2,708.2  $      2,676.0  $      2,502.2 Fuel and purchased power                                                                          (608.6)          (590.1)          (608.7)
Deferred tax assets and liabilities are detem1ined based on tl1e temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statuto1y tax rates in effect for the year in which the differences are expected to reverse. Deferred investment tax credits are amortized ratably over the life of the related property.
Transmission                                                                                      (105.7)             (84.8)           (89.1)
Deferred tax assets are also recorded for net operating losses, capital losses and tax credit carryforwards.
Other operating expenses                                                                          (987.4)        (1,003.2)          (943.9)
The Company is required to estimate the amount of taxes payable or refundable for the ctment year and the deferred tax liabilities and assets for foture tax consequences of events reflected in the Company's consolidated financial statements or tax returns. Actual results could differ from these estimates for a variety ofreasons including changes in income tax laws, enacted tax rates and results of audits by taxing authorities.
Costs to achieve the anticipated merger with Westar                                                  (31.8)           (34.2)
This process also requires management to make assessments regarding the timing and probability of the ultimate tax impact from which actual results may differ. The Company records valuation allowances on deferred tax assets if it is detern1ined that it is more likely than not that the asset will not be realized.
Depreciation and amortization                                                                      (371.1)           (344.8)         (330.4)
See Note 21 to the consolidated financial statements for additional information.
Operating income                                                                                603.6             618.9            530.l Non-operating income and expenses                                                                    19.3               2.8             3.7 Loss on Series B Preferred Stock dividend make-whole provisions                                    (124.8)
38 r Table of Contents GREAT PLAINS ENERGY RESULTS OF OPERATIONS The following table summarizes Great Plains Energy's comparative results of operations.
Loss on extinguishment of debt                                                                      (82.8)
Operating revenues Fuel and purchased power Transmission Other operating expenses Costs to achieve the anticipated merger with Westar Depreciation and amortization Operating income Non-operating income and expenses Loss on Series B Preferred Stock dividend make-whole provisions Loss on extinguishment of debt Interest charges Income tax expense Income from equity investments Net income (loss) Preferred dividends and redemption premium Earnings (loss) available for common shareholders Reconciliation of gross margin to operating revenues:
Interest charges                                                                                  (290.7)           (161.5)         (199.3)
Operating revenues Fuel and purchased power Transmission Gross margin (a) <*l Gross margin is a non-GAAP fmancial measure. See explanation of gross margin below. 2017 Compared to 2016 Electric Utility Segment $ $ $ $ 2017 2,708.2 (608.6) (105.7) (987.4) (31.8) (371.1) 603.6 19.3 (124.8) (82.8) (290.7) (233 .3) 2.5 (106.2) (37.3) (143.5) 2,708.2 (608.6) (I 05.7) 1,993.9 Electric Utility's net income decreased
Income tax expense                                                                                (233 .3)          (172.2)         (122.7)
$35.2 million in 2017 compared to 2016 primarily due to: $ $ $ $ 2016 2015 (millions) 2,676.0 $ 2,502.2 (590.1) (608.7) (84.8) (89.1) (1,003.2)  
Income from equity investments                                                                        2.5              2.0              1.2 Net income (loss)                                                                              (106.2)           290.0           213.0 Preferred dividends and redemption premium                                                          (37.3)           (16.5)             (1.6)
(943.9) (34.2) (344.8) (330.4) 618.9 530.l 2.8 3.7 (161.5) (199.3) (172.2) (122.7) 2.0 1.2 290.0 213.0 (16.5) (1.6) 273.5 $ 211.4 2,676.0 $ 2,502.2 (590.1) (608.7) (84.8) (89.1) 2,001.1 $ 1,804.4 a $7.2 million decrease in gross margin driven by cooler weather and a performance incentive for energy efficiency programs under the Missouri Energy Efficiency Investment Act (MEEIA), primarily recognized in 2016; partially offset by an increase in weather-normalized retail demand, an increase in the recovery of program costs for energy efficiency programs under MEEIA, favorable arbitration and insurance settlements in 2017 and an increase in other margin items; an $8.2 million decrease in other operating expense primarily driven by a decrease in plant operating and maintenance expense and a decrease in injmies and damages expense prinrnrily due to settled litigation; partially offset by an increase in program costs for energy efficiency programs under MEEIA; a $26.3 million increase in depreciation and amortization expense primarily driven by capital additions; and a $5. l million increase in income tax expense primarily driven by the revaluation of KCP&L's and GMO's deferred income taxes not included in rate base as a result of the enactment of U.S. federal income tax refonn in December 20 l 7 and decreased wind production tax credits in 2017; partially offset by decreased pre-tax income. 39 Table of Contents Corporate and Other Activities Great Plains Energy's corporate.
Earnings (loss) available for common shareholders                                          $      (143.5) $        273.5  $        211.4 Reconciliation of gross margin to operating revenues:
and other activities net loss increased  
Operating revenues                                                                        $      2,708.2  $      2,676.0    $    2,502.2 Fuel and purchased power                                                                          (608.6)           (590.1)         (608.7)
$381.8 million in 2017 compared to 2016 primarily due to: $7 .5 million of other operating expenses for the settlement of litigation at MPS Merchant in 2016; a $2.3 million decrease in operating expenses for costs to achieve the anticipated merger witl1 Westar; a $130.8 million increase in interest charges due to: 0 an $81.2 million decrease in the mark-to-market gain on deal contingent interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017;and a $49.6 million increase in costs incurred to finance the acquisition of Westar under the Original Merger Agreement including  
Transmission                                                                                      (I 05.7)           (84.8)          (89.1)
$59.1 million of interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017 and redeemed in July 2017 and a decrease of $9.2 million of fees and expenses for a bridge tern1 loan facility; a $33 .6 million increase in non-operating income due to $14.0 million of mark-to-market gains on deal contingent interest rate swaps and an increase of $19 .6 million of interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of $4.3 billion of senior notes; a $15 .0 million increase in non-operating expenses due to the write-off of previously deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OCM Credit Portfolio LP (OMERS) in July 2017; a $124.8 million loss on the settlement of the Series B Preferred Stock dividend make-whole provisions in connection with the redemption of Great Plains Energy's Series B Preferred Stock in August 2017; an $82.8 million loss on ex tinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes in July 2017; a $66.2 million increase in income tax expense related to these items; a $21.9 million increase in reductions to earnings available for common shareholders primarily due to preferred stock dividend requirements and the redemption premium for Great Plains Energy's Series B Preferred Stock issued in October 2016 and redeemed in August 2017; and a $119 .2 million increase in income tax expense due to the enactment of U.S. federal income tax reform in December 2017, consisting of $110.1 million related to the revaluation of GMO's non-regulated deferred income tax assets and $9.1 million of income tax expense related to the reassessment of the valuation allowance needed for the realization of refundable AMT credit'> and state net operating loss (NOL) carryforwards.
Gross margin (a)                                                                          $      1,993.9  $     2,001.1   $     1,804.4
2016 Compared to 2015 Electric Utility Segment Electric Utility's net income increased  
<*l Gross margin is a non-GAAP fmancial measure. See explanation of gross margin below.
$68.3 million in 2016 compared to 2015 primarily due to: a $196.7 million increase in gross margin driven by new retail rates and cost recovery mechanisms, warmer weather and an increase in the recovery of program costs and throughput disincentive as well as a performance incentive for energy efficiency programs under MEEIA, partially offset by a decrease in weather-nornrnlized retail demand; a $50.0 million increase in otl1er operating expenses driven by an increase in pension expense, an increase in program costs for energy efficiency programs under MEEIA, an increase in plant operating and maintenance expense, an increase in injuries and damages expense and an increase in general taxes driven by higher property taxes and higher gross receipts taxes due to an increase in retail revenues;  
2017 Compared to 2016 Electric Utility Segment Electric Utility's net income decreased $35.2 million in 2017 compared to 2016 primarily due to:
$15.9 million of operating expenses for costs to achieve the anticipated merger with Westar; 40 l Table of Contents a $14.4 million increase in depreciation and amortization expense driven by capital additions; a $5.2 million increase in interest charges primarily due to an increase in interest expense in 2016 related to KCP&L's issuance of $350 million of 3.65% Senior Notes in August 2015; partially offset by a decrease in interest expense due to KCP&L's purchase in lieu of redemption of its $50.0 million and $21.9 million Environmental Improvement Revenue Refunding (EIRR) Series 2005 bonds in September 2015; and a $43 .5 million increase in income tax expense driven by an increase in pre-tax income. Corporate and Other Activities Great Plains Energy's corporate and other activities net loss increased  
a $7.2 million decrease in gross margin driven by cooler weather and a performance incentive for energy efficiency programs under the Missouri Energy Efficiency Investment Act (MEEIA), primarily recognized in 2016; partially offset by an increase in weather-normalized retail demand, an increase in the recovery of program costs for energy efficiency programs under MEEIA, favorable arbitration and insurance settlements in 2017 and an increase in other margin items; an $8.2 million decrease in other operating expense primarily driven by a decrease in plant operating and maintenance expense and a decrease in injmies and damages expense prinrnrily due to settled litigation; partially offset by an increase in program costs for energy efficiency programs under MEEIA; a $26.3 million increase in depreciation and amortization expense primarily driven by capital additions; and a $5. l million increase in income tax expense primarily driven by the revaluation of KCP&L's and GMO's deferred income taxes not included in rate base as a result of the enactment of U.S. federal income tax refonn in December 20 l 7 and decreased wind production tax credits in 2017; partially offset by decreased pre-tax income.
$6.2 million in 2016 compared to 2015 primarily due to: $7 .5 million of other operating expenses for the settlement of litigation at MPS Merchant in 2016; $18.3 million of operating expenses for costs to achieve the anticipated merger with Westar; $35.9 million of interest charges for fees incurred for a bridge term loan facility; a $79.3 million mark-to-market gain on interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations on future issuances of long-tenn debt expected to be issued to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement;  
39
$3 .2 million of interest income earned on the proceeds from Great Plains Energy's October 2016 common stock and depositary share offerings;  
 
$12.7 million of income tax expense related to these items; and $15.4 million of reductions to earnings available for common shareholders consisting of $14.8 million of dividends on Great Plains Energy's Series B Preferred Stock issued in October 2016 and $0.6 million related to the redemption of Great Plains Energy's cumulative preferred stock in August 2016. Gross Margin Gross margin is a financial measure that is not calculated in accordance with GAAP. Gross margin, as used by Great Plains Energy and KCP&L, is defined as operating revenues less fuel and purchased power and transmission.
Table of Contents Corporate and Other Activities Great Plains Energy's corporate. and other activities net loss increased $381.8 million in 2017 compared to 2016 primarily due to:
Expenses for fuel and purchased power and certain transmission costs, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms.
        $7 .5 million of other operating expenses for the settlement of litigation at MPS Merchant in 2016; a $2.3 million decrease in operating expenses for costs to achieve the anticipated merger witl1 Westar; a $130.8 million increase in interest charges due to:
As a result, operating revenues increase or decrease in relation to a significant portion of these expenses.
0 an $81.2 million decrease in the mark-to-market gain on deal contingent interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017;and a $49.6 million increase in costs incurred to finance the acquisition of Westar under the Original Merger Agreement including $59.1 million of interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017 and redeemed in July 2017 and a decrease of $9.2 million of fees and expenses for a bridge tern1 loan facility; a $33 .6 million increase in non-operating income due to $14.0 million of mark-to-market gains on deal contingent interest rate swaps and an increase of $19 .6 million of interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of $4.3 billion of senior notes; a $15 .0 million increase in non-operating expenses due to the write-off of previously deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OCM Credit Portfolio LP (OMERS) in July 2017; a $124.8 million loss on the settlement of the Series B Preferred Stock dividend make-whole provisions in connection with the redemption of Great Plains Energy's Series B Preferred Stock in August 2017; an $82.8 million loss on ex tinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes in July 2017; a $66.2 million increase in income tax expense related to these items; a $21.9 million increase in reductions to earnings available for common shareholders primarily due to preferred stock dividend requirements and the redemption premium for Great Plains Energy's Series B Preferred Stock issued in October 2016 and redeemed in August 2017; and a $119 .2 million increase in income tax expense due to the enactment of U.S. federal income tax reform in December 2017, consisting of $110.1 million related to the revaluation of GMO's non-regulated deferred income tax assets and $9.1 million of income tax expense related to the reassessment of the valuation allowance needed for the realization of refundable AMT credit'>
Management believes that gross margin provides a meaningful basis for evaluating Electric Utility's operations across periods because gross margin excludes the revenue effect of fluctuations in these expenses.
and state net operating loss (NOL) carryforwards.
Gross margin is used internally to measure performance against budget and in reports for management and the Great Plains Energy Board. The Companies' definition of gross margin may differ from similar terms used by other companies.
2016 Compared to 2015 Electric Utility Segment Electric Utility's net income increased $68.3 million in 2016 compared to 2015 primarily due to:
41 Table of Contents ELECTRIC UTILITY RESULTS OF OPERA TIO NS The following table summarizes Electric Utility's results of operations.
a $196.7 million increase in gross margin driven by new retail rates and cost recovery mechanisms, warmer weather and an increase in the recovery of program costs and throughput disincentive as well as a performance incentive for energy efficiency programs under MEEIA, partially offset by a decrease in weather-nornrnlized retail demand; a $50.0 million increase in otl1er operating expenses driven by an increase in pension expense, an increase in program costs for energy efficiency programs under MEEIA, an increase in plant operating and maintenance expense, an increase in injuries and damages expense and an increase in general taxes driven by higher property taxes and higher gross receipts taxes due to an increase in retail revenues;
2017 2016 2015 (millions)
        $15.9 million of operating expenses for costs to achieve the anticipated merger with Westar; 40
Operating revenues $ 2,7082 $ 2,676.0 $ 2,502.2 Fuel and purchased power (608.6) (590.1) (608.7) Transmission (I 05 .7) (84.8) (89.1) Other op_erating expenses (982.0) (990.2) (940.2) Costs to achieve the anticipated merger with Westar (15.7) (l 5.9) Depreciation and amortization (371.1) (344.8) (330.4) Operating income 625.l 650.2 533.8 Non-operating income and expenses (l .9) 2.3 l.7 Interest charges (196.9) (196.l) (190.9) Income tax expense (!69.4) (164.3) (120.8) Net income $ 256.9 $ 292.1 $ 223.8 Reconciliation of gross margin to operating revenue: Operating revenues $ 2,708.2 $ 2,676.0 $ 2,502.2 Fuel and purchased power (608.6) (590. I) (608.7) Transmission (I 05 .7) (84.8) (89.1) Gross margin (al $ 1,993.9 $ 2,001.1 $ 1,804.4 !*l Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
 
Electric Utility Gross Margin and MWh Sales The following tables summarize Electric Utility's gross margin and MWhs sold. % O/o Gross Margin (a) 2017 Change{<)
Table of Contents a $14.4 million increase in depreciation and amortization expense driven by capital additions; a $5.2 million increase in interest charges primarily due to an increase in interest expense in 2016 related to KCP&L's issuance of $350 million of 3.65% Senior Notes in August 2015; partially offset by a decrease in interest expense due to KCP&L's purchase in lieu of redemption of its $50.0 million and $21.9 million Environmental Improvement Revenue Refunding (EIRR)
2016 Change<<)
Series 2005 bonds in September 2015; and a $43 .5 million increase in income tax expense driven by an increase in pre-tax income.
2015 Retail revenues (millions)
Corporate and Other Activities Great Plains Energy's corporate and other activities net loss increased $6.2 million in 2016 compared to 2015 primarily due to:
Residential  
          $7 .5 million of other operating expenses for the settlement of litigation at MPS Merchant in 2016;
$ 1,088.5 $ 1,092.5 9 $ 1,006.2 Commercial 1,092.6 2 1,066.0 6 1,001.0 Industrial 238.3 4 229.6 3 222.3 Other retail revenues 18.7 (10) 20.9 3 20.4 Provision for rate refund 10.7 NIM (9.6) NIM Energy efficiency (MEEIA)(hl 66.4 (17) 80.0 55 51.5 Total retail 2,515.2 1 2,479.4 8 2,301.4 Wholesale revenues 131.8 (7) 142.0 (3) 147.1 Other revenues 61.2 12 54.6 2 53.7 Operating revenues 2,708.2 1 2,676.0 7 2,502.2 Fuel and purchased power (608.6) 3 (590.l) (3) (608.7) Transmission (105.7) 25 (84.8) (5) (89.1) Gross margin $ 1,993.9 $ 2,00 l .l 11 $ 1,804.4 {a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Ener!,,y's Results of Operations.
          $18.3 million of operating expenses for costs to achieve the anticipated merger with Westar;
          $35.9 million of interest charges for fees incurred for a bridge term loan facility; a $79.3 million mark-to-market gain on interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations on future issuances of long-tenn debt expected to be issued to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement;
          $3 .2 million of interest income earned on the proceeds from Great Plains Energy's October 2016 common stock and depositary share offerings;
          $12.7 million of income tax expense related to these items; and
          $15.4 million of reductions to earnings available for common shareholders consisting of $14.8 million of dividends on Great Plains Energy's Series B Preferred Stock issued in October 2016 and $0.6 million related to the redemption of Great Plains Energy's cumulative preferred stock in August 2016.
Gross Margin Gross margin is a financial measure that is not calculated in accordance with GAAP. Gross margin, as used by Great Plains Energy and KCP&L, is defined as operating revenues less fuel and purchased power and transmission. Expenses for fuel and purchased power and certain transmission costs, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms. As a result, operating revenues increase or decrease in relation to a significant portion of these expenses. Management believes that gross margin provides a meaningful basis for evaluating Electric Utility's operations across periods because gross margin excludes the revenue effect of fluctuations in these expenses. Gross margin is used internally to measure performance against budget and in reports for management and the Great Plains Energy Board. The Companies' definition of gross margin may differ from similar terms used by other companies.
41 l
 
Table of Contents ELECTRIC UTILITY RESULTS OF OPERA TIO NS The following table summarizes Electric Utility's results of operations.
2017                 2016                 2015 (millions)
Operating revenues                                                                                                       $   2,7082         $     2,676.0         $     2,502.2 Fuel and purchased power                                                                                                       (608.6)             (590.1)               (608.7)
Transmission                                                                                                                   (I 05 .7)             (84.8)               (89.1)
Other op_erating expenses                                                                                                       (982.0)             (990.2)               (940.2)
Costs to achieve the anticipated merger with Westar                                                                               (15.7)               (l 5.9)
Depreciation and amortization                                                                                                   (371.1)             (344.8)               (330.4)
Operating income                                                                                                             625.l               650.2                 533.8 Non-operating income and expenses                                                                                                 (l .9)                 2.3                   l.7 Interest charges                                                                                                               (196.9)             (196.l)               (190.9)
Income tax expense                                                                                                             (!69.4)             (164.3)               (120.8)
Net income                                                                                                           $       256.9       $       292.1         $       223.8 Reconciliation of gross margin to operating revenue:
Operating revenues                                                                                                       $   2,708.2       $     2,676.0         $     2,502.2 Fuel and purchased power                                                                                                       (608.6)             (590. I)             (608.7)
Transmission                                                                                                                   (I 05 .7)             (84.8)               (89.1)
Gross margin (al                                                                                                         $     1,993.9       $     2,001.1         $     1,804.4
!*l Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
Electric Utility Gross Margin and MWh Sales The following tables summarize Electric Utility's gross margin and MWhs sold.
                                                                                                            %                                       O/o Gross Margin (a)                                                                     2017             Change{<)             2016             Change<<)                 2015 Retail revenues                                                                                                           (millions)
Residential                                                                   $   1,088.5                           $     1,092.5                     9       $     1,006.2 Commercial                                                                         1,092.6                   2           1,066.0                     6             1,001.0 Industrial                                                                             238.3                   4             229.6                     3               222.3 Other retail revenues                                                                   18.7               (10)               20.9                     3                 20.4 Provision for rate refund                                                               10.7               NIM                   (9.6)             NIM Energy efficiency (MEEIA)(hl                                                           66.4               (17)               80.0                   55                 51.5 Total retail                                                                   2,515.2                   1           2,479.4                       8             2,301.4 Wholesale revenues                                                                       131.8                 (7)             142.0                     (3)             147.1 Other revenues                                                                           61.2                 12               54.6                     2                 53.7 Operating revenues                                                                 2,708.2                   1           2,676.0                       7             2,502.2 Fuel and purchased power                                                               (608.6)                 3             (590.l)                   (3)             (608.7)
Transmission                                                                           (105.7)                 25               (84.8)                   (5)               (89.1)
Gross margin                                                                     $   1,993.9                           $   2,00 l .l                   11       $ 1,804.4
{a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Ener!,,y's Results of Operations.
Cb) Consists of recovery of program cosl~ of $55.0 million, $49.3 million and $42.9 million for 2017, 2016 and 2015, respectively, that have a direct offset in utility operating and maintenance expenses, recovery of throughput disincentive of $11.2 million, $15.1 million and $8.6 million for 2017, 2016 and 2015, respectively, and a performance incentive of$0.2 million and $15.6 million for 2017 and 2016, respectively.
Cb) Consists of recovery of program cosl~ of $55.0 million, $49.3 million and $42.9 million for 2017, 2016 and 2015, respectively, that have a direct offset in utility operating and maintenance expenses, recovery of throughput disincentive of $11.2 million, $15.1 million and $8.6 million for 2017, 2016 and 2015, respectively, and a performance incentive of$0.2 million and $15.6 million for 2017 and 2016, respectively.
Cc) NIM -not meaningful 42 J Table of Contents O/o % MWh Sales 2017 Change 2016 Change 2015 Retai I MWh sales (thousands)
Cc) NIM - not meaningful 42 J
Residential 8,564 (2) 8,774 2 8,585 Commercial 10,695 (1) 10,796 10,777 Industrial 3,105 (1) 3,149 (I) 3,191 Other retail MWh sales 102 (I 1) 115 (1) 116 Total retail 22,466 (2) 22,834 I 22,669 Wholesale MWh sales 7,241 3 7,063 9 6,512 Total MWh sales 29,707 (1) 29,897 3 29,181 Electric Utility's residential customers' usage is significantly affected by weather. Bulk power sales, the major component of wholesale sales, vary with system requirements, generating unit availability, transmission availability, fuel costs, and requirements of other electric systems. Electric Utility's revenues contain certain recovery mechanisms as follows: KCP&L's Kansas retail rates contain an Energy Cost Adjustment (ECA) tariff. The ECA tariff reflects the projected annual amounts of fuel, purchased power, emission allowances and asset-based off-system sales margin. TI1ese projected amounts are subject to quarterly re-forecasts.
 
Any difference between the ECA revenue collected and the actual ECA amounts for a given year (which may be positive or negative) is recorded either as a reduction of fuel and purchased power expense (for recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to Kansas electric retail customers over twelve months beginning April 1 of the succeeding year. KCP&L's Kansas retail rates contain a Transmission Delivery Charge (TDC) rider. The TDC tariff reflects a mixture of historical and projected costs related to transmission service, certain RTO fees, transmission rate base, and transmission operating and maintenance expense. These costs are subject to an annual trne-up with a twelve month recovery period. The TDC true-up is recorded either as a reduction of transmission expense (for under-recoveries) or a reduction of retail revenues (for recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to KCP&L's Kansas electric retail customers.
Table of Contents O/o                           %
The TDC became effective in conjunction with new retail rates on October I, 2015. KCP&L's Missouri retail rates contain a Fuel Adjustment Clause (FAC) tariff under which 95% of the difference between actual fuel cost, purchased power costs, certain transmission costs and off-system sales margin and the amount provided in base rates for these costs is passed along to KCP&L's customers.
MWh Sales                                                           2017         Change           2016         Change             2015 Retai I MWh sales                                                                               (thousands)
The F AC cycle consists of an accumulation period of six months beginning in January and July with PAC rate approval requested every six months for a twelve month recovery period. The PAC is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to KCP&L's electric retail customers.
Residential                                                         8,564               (2)       8,774               2           8,585 Commercial                                                         10,695               (1)       10,796                           10,777 Industrial                                                           3,105               (1)       3,149             (I)           3,191 Other retail MWh sales                                                 102             (I 1)         115             (1)             116 Total retail                                                     22,466               (2)       22,834               I           22,669 Wholesale MWh sales                                                   7,241               3         7,063               9           6,512 Total MWh sales                                                     29,707               (1)       29,897               3           29,181 Electric Utility's residential customers' usage is significantly affected by weather. Bulk power sales, the major component of wholesale sales, vary with system requirements, generating unit availability, transmission availability, fuel costs, and requirements of other electric systems. Electric Utility's revenues contain certain recovery mechanisms as follows:
The FAC became effective in conjunction with new retail rates on September 29, 2015. GMO's electric retail rates contain a PAC tariff under which 95% of the difference between actual fuel cost, purchased power costs, certain transmission costs and off-system sales margin and the amount provided in base rates for these costs is passed along to GMO's customers.
KCP&L's Kansas retail rates contain an Energy Cost Adjustment (ECA) tariff. The ECA tariff reflects the projected annual amounts of fuel, purchased power, emission allowances and asset-based off-system sales margin. TI1ese projected amounts are subject to quarterly re-forecasts. Any difference between the ECA revenue collected and the actual ECA amounts for a given year (which may be positive or negative) is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to Kansas electric retail customers over twelve months beginning April 1 of the succeeding year.
The PAC cycle consists of an accumulation period of six months beginning in June and December with FAC rate approval requested every six months for a twelve month recovery period. The FAC is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to GMO's electric retail customers.
KCP&L's Kansas retail rates contain a Transmission Delivery Charge (TDC) rider. The TDC tariff reflects a mixture of historical and projected costs related to transmission service, certain RTO fees, transmission rate base, and transmission operating and maintenance expense. These costs are subject to an annual trne-up with a twelve month recovery period. The TDC true-up is recorded either as a reduction of transmission expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to KCP&L's Kansas electric retail customers. The TDC became effective in conjunction with new retail rates on October I, 2015.
GMO's steam rates contain a Quarterly Cost Adjustment (QCA) under which 85% of the difference between actual fuel costs and base fuel cost'> is passed along to GMO's steam customers.
KCP&L's Missouri retail rates contain a Fuel Adjustment Clause (FAC) tariff under which 95% of the difference between actual fuel cost, purchased power costs, certain transmission costs and off-system sales margin and the amount provided in base rates for these costs is passed along to KCP&L's customers. The FAC cycle consists of an accumulation period of six months beginning in January and July with PAC rate approval requested every six months for a twelve month recovery period. The PAC is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to KCP&L's electric retail customers. The FAC became effective in conjunction with new retail rates on September 29, 2015.
The QCA is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction ofretail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to GMO's steam customers.
GMO's electric retail rates contain a PAC tariff under which 95% of the difference between actual fuel cost, purchased power costs, certain transmission costs and off-system sales margin and the amount provided in base rates for these costs is passed along to GMO's customers. The PAC cycle consists of an accumulation period of six months beginning in June and December with FAC rate approval requested every six months for a twelve month recovery period. The FAC is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to GMO's electric retail customers.
43 Table of Contents Both KCP&L and GMO offer energy efficiency and demand side management programs to their Missouri retail customers under MEEIA and recover program costs, throughput disincentive and as applicable, certain performance incentives in retail rates. KCP&L and GMO recover these items through a rider mechanism.
GMO's steam rates contain a Quarterly Cost Adjustment (QCA) under which 85% of the difference between actual fuel costs and base fuel cost'> is passed along to GMO's steam customers. The QCA is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction ofretail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to GMO's steam customers.
For program costs, the difference between the amount collected and actual program costs is recorded either as a reduction to utility operating and maintenance expense (for under-recoveries) or a reduction to retail revenues (for over-recoveries) and is defeJTed as a regulatory asset or liability to be recovered from or refunded to customers.
43
For throughput disincentive, the difference between the amount collected and the actual throughput disincentive is recorded as an increase to or reduction of retail revenues and is defeJTed as a regulatory asset or liability to be recovered from or refunded to customers.
 
The perfonnance incentive is recorded as an increase to retail revenues and a receivable to be recovered from customers.
Table of Contents Both KCP&L and GMO offer energy efficiency and demand side management programs to their Missouri retail customers under MEEIA and recover program costs, throughput disincentive and as applicable, certain performance incentives in retail rates. KCP&L and GMO recover these items through a rider mechanism. For program costs, the difference between the amount collected and actual program costs is recorded either as a reduction to utility operating and maintenance expense (for under-recoveries) or a reduction to retail revenues (for over-recoveries) and is defeJTed as a regulatory asset or liability to be recovered from or refunded to customers. For throughput disincentive, the difference between the amount collected and the actual throughput disincentive is recorded as an increase to or reduction of retail revenues and is defeJTed as a regulatory asset or liability to be recovered from or refunded to customers. The perfonnance incentive is recorded as an increase to retail revenues and a receivable to be recovered from customers.
Electric Utility's gross margin decreased  
Electric Utility's gross margin decreased $7 .2 million in 2017 compared to 2016 driven by:
$7 .2 million in 2017 compared to 2016 driven by: an estimated  
an estimated $53 million decrease due to cooler weather dtiven by a 16% decrease in cooling degree days (COD);
$53 million decrease due to cooler weather dtiven by a 16% decrease in cooling degree days (COD); a $15 .4 million decrease in MEEIA perfomrnnce incentive related to the achievement of certain energy savings levels in the first cycle of KCP&L's and GMO's MEEIA programs, which was primarily recognized in 2016; an estimated  
a $15 .4 million decrease in MEEIA perfomrnnce incentive related to the achievement of certain energy savings levels in the first cycle of KCP&L's and GMO's MEEIA programs, which was primarily recognized in 2016; an estimated $33 million increase due to weather-nomrnlized retail demand; a $5.7 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense;
$33 million increase due to weather-nomrnlized retail demand; a $5.7 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; $6.3 million of favorable arbitration and insurance settlements in 2017 that did not pass through KCP&L's fuel recovery mechanism in Missouri; and an estimated  
        $6.3 million of favorable arbitration and insurance settlements in 2017 that did not pass through KCP&L's fuel recovery mechanism in Missouri; and an estimated $16 million increase in other margin items.
$16 million increase in other margin items. Electric Utility's gross margin increased  
Electric Utility's gross margin increased $196. 7 million in 2016 compared to 2015 primarily driven by:
$196. 7 million in 2016 compared to 2015 primarily driven by: an estimated  
an estimated $111 million increase due to new retail rates and an estimated $37 million increase due to new cost recovery mechanisms for KCP&L in Missouri effective September 29, 2015, and in Kansas effective October I, 2015; an estimated $38 million increase due to wanner weather with a 16% increase in COD in 2016; a $6.4 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; a $6.5 million increase in MEEIA throughput disincentive; a $15 .6 million MEEIA perfo1mance incentive recognized in 2016 related to the achievement of certain energy savings levels in the first cycle of KCP&L's and GMO's MEEIA programs; and an estimated $9 million decrease due to a decrease in weather-normalized retail demand.
$111 million increase due to new retail rates and an estimated  
The following table provides COD and heating degree days (HOD) for the last three years at the Kansas City International Airport. CDD and HDD are used to reflect the demand for energy to cool or heat homes and buildings.
$37 million increase due to new cost recovery mechanisms for KCP&L in Missouri effective September 29, 2015, and in Kansas effective October I, 2015; an estimated  
2017            Change          2016        Change        2015 CDD                                                                   1,325             (16)           1,585         16          1,370 HDD                                                                  4,381              2            4,296           (6)         4,578 44
$38 million increase due to wanner weather with a 16% increase in COD in 2016; a $6.4 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; a $6.5 million increase in MEEIA throughput disincentive; a $15 .6 million MEEIA perfo1mance incentive recognized in 2016 related to the achievement of certain energy savings levels in the first cycle of KCP&L's and GMO's MEEIA programs; and an estimated  
 
$9 million decrease due to a decrease in weather-normalized retail demand. The following table provides COD and heating degree days (HOD) for the last three years at the Kansas City International Airport. CDD and HDD are used to reflect the demand for energy to cool or heat homes and buildings.
Table of Contents Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)
CDD HDD 2017 1,325 4,381 44 % Change (16) 2 2016 1,585 4,296 % Change 16 (6) 2015 1,370 4,578 Table of Contents Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other) Electric Utility's other operating expenses decreased  
Electric Utility's other operating expenses decreased $8.2 million in 2017 compared to 2016 primarily driven by:
$8.2 million in 2017 compared to 2016 primarily driven by: a $6.2 million decrease in plant operating and maintenance expense; a $10.5 million decrease in injuries and damages expense primarily due to settled litigation in 2017 in which actual losses were less than estimated; and a $5.7 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue. Electric Utility's other operating expenses increased  
a $6.2 million decrease in plant operating and maintenance expense; a $10.5 million decrease in injuries and damages expense primarily due to settled litigation in 2017 in which actual losses were less than estimated; and a $5.7 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue.
$50.0 million in 2016 compared to 2015 primarily driven by: a $4.8 million increase in pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates; a $6.4 million increase in program cost~ for energy efficiency programs under MEElA, which have a direct offset in revenue; a $4.9 million increase in plant operating and maintenance expense; a $7. 9 million increase in injuries and damages expense primarily due to an increase in estimated losses from an unfavorable judgment in ongoing litigation; and a $13. 7 million increase in general taxes driven by higher pro petty taxes and higher gross receipts taxes due to an increase in retail revenues.
Electric Utility's other operating expenses increased $50.0 million in 2016 compared to 2015 primarily driven by:
Electric Utility Depreciation and Amortization Electric Utility's depreciation and amortization expense increased  
a $4.8 million increase in pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates; a $6.4 million increase in program cost~ for energy efficiency programs under MEElA, which have a direct offset in revenue; a $4.9 million increase in plant operating and maintenance expense; a $7. 9 million increase in injuries and damages expense primarily due to an increase in estimated losses from an unfavorable judgment in ongoing litigation; and a $13. 7 million increase in general taxes driven by higher pro petty taxes and higher gross receipts taxes due to an increase in retail revenues.
$26.3 million and $14.4 million in 2017 compared to 2016 and 2016 compared to 2015, respectively, primarily due to capital additions.
Electric Utility Depreciation and Amortization Electric Utility's depreciation and amortization expense increased $26.3 million and $14.4 million in 2017 compared to 2016 and 2016 compared to 2015, respectively, primarily due to capital additions.
Electric Utility Interest Charges Electric Utility's interest charges increased  
Electric Utility Interest Charges Electric Utility's interest charges increased $5 .2 million in 2016 compared to 2015 primarily due to a $7. 9 million increase in interest expense related to KCP&L's issuance of $350 million of3.65% Senior Notes in August 2015; partially offset by a $2.2 million decrease in interest expense due to KCP&L's purchase in lieu of redemption of its $50.0 million and $21.9 million EIRR Series 2005 bonds in September 2015.
$5 .2 million in 2016 compared to 2015 primarily due to a $7. 9 million increase in interest expense related to KCP&L's issuance of $350 million of3.65% Senior Notes in August 2015; partially offset by a $2.2 million decrease in interest expense due to KCP&L's purchase in lieu of redemption of its $50.0 million and $21.9 million EIRR Series 2005 bonds in September 2015. Electric Utility Income Tax Expense Electric Utility's income tax expense increased  
Electric Utility Income Tax Expense Electric Utility's income tax expense increased $5.1 million in 2017 compared to 2016 primarily due to an increase of $11. l million related to the revaluation ofKCP&L's and GMO's deferred income taxes not included in rate base as a result of the enactment of U.S.
$5.1 million in 2017 compared to 2016 primarily due to an increase of $11. l million related to the revaluation ofKCP&L's and GMO's deferred income taxes not included in rate base as a result of the enactment of U.S. federal income tax reform in December 2017 and an increase of$4.5 million due to decreased wind production tax credits in 2017; partially offset by a decrease of $11.8 million due to decreased pre-tax income. Electric Utility's income tax expense increased  
federal income tax reform in December 2017 and an increase of$4.5 million due to decreased wind production tax credits in 2017; partially offset by a decrease of $11.8 million due to decreased pre-tax income.
$43 .5 million in 2016 compared to 2015 due to increased pre-tax income. GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES (December 31, 2017 compared to December 31, 2016) Great Plains Energy's cash and cash equivalent~
Electric Utility's income tax expense increased $43 .5 million in 2016 compared to 2015 due to increased pre-tax income.
decreased  
GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES (December 31, 2017 compared to December 31, 2016)
$167. 7 million primarily due to the redemption of Great Plains Energy's $4.3 billion senior notes for $4,400.1 million in July 2017, the redemption of Great Plains Energy's Series B Preferred Stock in August 2017 for $963.4 million and the maturity of Great Plains Energy's $100.0 million of6.875% Senior Notes in September 2017; partially offset by the issuance of Great Plains Energy's $4.3 billion senior notes and the maturity of a $1.0 billion time deposit in March 2017. Great Plains Energy's time deposit decreased  
Great Plains Energy's cash and cash equivalent~ decreased $167. 7 million primarily due to the redemption of Great Plains Energy's $4.3 billion senior notes for $4,400.1 million in July 2017, the redemption of Great Plains Energy's Series B Preferred Stock in August 2017 for $963.4 million and the maturity of Great Plains Energy's $100.0 million of6.875% Senior Notes in September 2017; partially offset by the issuance of Great Plains Energy's $4.3 billion senior notes and the maturity of a $1.0 billion time deposit in March 2017.
$1.0 billion due to its maturity in March 2017. 45 Table of Contents Great Plains Energy's plant to be retired, net increased  
Great Plains Energy's time deposit decreased $1.0 billion due to its maturity in March 2017.
$143.6 million in connection with the expected retirement ofGMO's Sibley No. 3 Unit. See Note 1 to the consolidated financial statements for additional information.
45
Great Plains Energy's regulatory assets decreased  
 
$134.1 million and regulatory liabilities increased  
Table of Contents Great Plains Energy's plant to be retired, net increased $143.6 million in connection with the expected retirement ofGMO's Sibley No. 3 Unit. See Note 1 to the consolidated financial statements for additional information.
$796.4 million primarily due to an $868.3 million decrease in net deferred income tax liabilities due to the revaluation and restatement of deferred income tax assets and liabilities included in rate base and a tax gross-up adjustment for ratemaking purposes in December 2017 as a result of the change in corporate income tax rate from U.S. federal income tax reform. See Note 6 and Note 21 to the consolidated financial statements for additional information.
Great Plains Energy's regulatory assets decreased $134.1 million and regulatory liabilities increased $796.4 million primarily due to an $868.3 million decrease in net deferred income tax liabilities due to the revaluation and restatement of deferred income tax assets and liabilities included in rate base and a tax gross-up adjustment for ratemaking purposes in December 2017 as a result of the change in corporate income tax rate from U.S. federal income tax reform. See Note 6 and Note 21 to the consolidated financial statements for additional information.
Great Plains Energy's deferred income taxes decreased  
Great Plains Energy's deferred income taxes decreased $708.0 million primarily due to the revaluation and restatement of deferred income tax assets and liabilities and a tax gross-up adjustment for ratemaking purposes in December 2017 as a result of the change in corporate income tax rate from U.S. federal income tax reform.
$708.0 million primarily due to the revaluation and restatement of deferred income tax assets and liabilities and a tax gross-up adjustment for ratemaking purposes in December 2017 as a result of the change in corporate income tax rate from U.S. federal income tax reform. Great Plains Energy's preference stock without par value decreased  
Great Plains Energy's preference stock without par value decreased $83 6.2 million due to the redemption of Great Plains Energy's Series B Preferred Stock in August 2017.
$83 6.2 million due to the redemption of Great Plains Energy's Series B Preferred Stock in August 2017. CAPITAL REQUIREMENTS AND LIQUIDITY Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries and cash and cash equivalents.
CAPITAL REQUIREMENTS AND LIQUIDITY Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries and cash and cash equivalents. Great Plains Energy's ability to make payments on its debt securities and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries, proceeds from the issuance of its securities and borrowing under its revolving credit facility.
Great Plains Energy's ability to make payments on its debt securities and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries, proceeds from the issuance of its securities and borrowing under its revolving credit facility.
Great Plains Energy's capital requirements are principally comprised of debt maturities and Electric Utility's construction and other capital expenditures. These items as well as additional cash and capital requirements, including requirements related to the anticipated merger with Westar, are discussed below.
Great Plains Energy's capital requirements are principally comprised of debt maturities and Electric Utility's construction and other capital expenditures.
Great Plains Energy's liquid resources at December 31, 2017, consisted of $1. l billion of cash and cash equivalents on hand and
These items as well as additional cash and capital requirements, including requirements related to the anticipated merger with Westar, are discussed below. Great Plains Energy's liquid resources at December 31, 2017, consisted of $1. l billion of cash and cash equivalents on hand and $856.4 million of available borrowing capacity from unused bank lines of credit and receivable sale agreements.
$856.4 million of available borrowing capacity from unused bank lines of credit and receivable sale agreements. The available borrowing capacity consisted of$188.0 million from Great Plains Energy's revolving credit facility, $429.8 million from KCP&L's credit facilities and $238.6 million from GMO's credit facilities. See Notes 4 and 11 to the consolidated financial statements for more information regarding the receivable sale agreements and revolving credit facilities, respectively. Generally, Great Plains Energy uses these liquid resources to meet its day-to-day cash flow requirements, and from time to time issues equity and/or long-term debt to repay short-term debt or increase cash balances.
The available borrowing capacity consisted of$188.0 million from Great Plains Energy's revolving credit facility, $429.8 million from KCP&L's credit facilities and $238.6 million from GMO's credit facilities.
The $1.1 billion of cash and cash equivalents on hand at December 31, 2017, is primarily the result of Great Plains Energy's common stock offering in October 2016, the proceeds of which were to be used to fund a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement. Great Plains Energy also expects to receive $140.6 million in proceeds from its deal contingent interest rate swaps upon the closing of the anticipated merger with Westar. Under the Amended Merger Agreement, Great Plains Energy is required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the anticipated merger with Westar. It is expected that this excess cash will be returned to shareholders of the combined company through the repurchase of common stock over time after the closing of the anticipated merger.
See Notes 4 and 11 to the consolidated financial statements for more information regarding the receivable sale agreements and revolving credit facilities, respectively.
Great Plains Energy intends to meet day-to-day cash flow requirements including interest payments, retirement of maturing debt, construction requirements, dividends and pension benefit plan funding requirements with a combination of internally generated funds and proceeds from short-term debt. From time to time, Great Plains Energy issues equity and/or long-term debt to repay short-term debt or increase cash balances. Great Plains Energy's intention to meet a portion of these requirements with internally generated funds may be impacted by the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with 46
Generally, Great Plains Energy uses these liquid resources to meet its day-to-day cash flow requirements, and from time to time issues equity and/or long-term debt to repay short-term debt or increase cash balances.
 
The $1.1 billion of cash and cash equivalents on hand at December 31, 2017, is primarily the result of Great Plains Energy's common stock offering in October 2016, the proceeds of which were to be used to fund a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.
Table of Contents environmental regulations and the availability of generating units. In addition, Great Plains Energy may issue equity, equity-linked securities and/or debt to finance growth.
Great Plains Energy also expects to receive $140.6 million in proceeds from its deal contingent interest rate swaps upon the closing of the anticipated merger with Westar. Under the Amended Merger Agreement, Great Plains Energy is required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the anticipated merger with Westar. It is expected that this excess cash will be returned to shareholders of the combined company through the repurchase of common stock over time after the closing of the anticipated merger. Great Plains Energy intends to meet day-to-day cash flow requirements including interest payments, retirement of maturing debt, construction requirements, dividends and pension benefit plan funding requirements with a combination of internally generated funds and proceeds from short-term debt. From time to time, Great Plains Energy issues equity and/or long-term debt to repay short-term debt or increase cash balances.
Cash Flows from Operating Activities Great Plains Energy generated positive cash flows from operating activities for the periods presented. The $26.5 million increase in cash flows from operating activities for Great Plains Energy in 2017 compared to 2016 was primarily driven by a $35 .5 million decrease in the under recovery of costs subject to fuel recovery mechanisms partially offset by an increase in Great Plains Energy's pension funding contributions of$7.1 million. Other changes in working capital are detailed in Note 3 to the consolidated financial statements. The individual componenL~ of working capital vary with nonnal business cycles and operations.
Great Plains Energy's intention to meet a portion of these requirements with internally generated funds may be impacted by the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with 46 Table of Contents environmental regulations and the availability of generating units. In addition, Great Plains Energy may issue equity, equity-linked securities and/or debt to finance growth. Cash Flows from Operating Activities Great Plains Energy generated positive cash flows from operating activities for the periods presented.
The $30.9 million increase in cash flows from operating activities for Great Plains Energy in 2016 compared to 2015 was primarily driven by new retail rates for KCP&L and warmer weather.
The $26.5 million increase in cash flows from operating activities for Great Plains Energy in 2017 compared to 2016 was primarily driven by a $35 .5 million decrease in the under recovery of costs subject to fuel recovery mechanisms partially offset by an increase in Great Plains Energy's pension funding contributions of$7.1 million. Other changes in working capital are detailed in Note 3 to the consolidated financial statements.
Cash Flows from Investing Activities Great Plains Energy's cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property.
The individual componenL~
In 2017, Great Plains Energy received $1.0 billion for proceeds from the maturity of a time deposit.
of working capital vary with nonnal business cycles and operations.
In 2016, Great Plains Energy purchased a $1.0 billion time deposit with a portion of the proceeds from its October 2016 common stock and depositary share offerings.
The $30.9 million increase in cash flows from operating activities for Great Plains Energy in 2016 compared to 2015 was primarily driven by new retail rates for KCP&L and warmer weather. Cash Flows from Investing Activities Great Plains Energy's cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property.
Great Plains Energy's utility capital expenditures decreased $67. 7 million in 2016 compared to 2015 primarily due to a decrease in cash utility capital expenditures related to infrastructure and system improvements.
In 2017, Great Plains Energy received $1.0 billion for proceeds from the maturity of a time deposit. In 2016, Great Plains Energy purchased a $1.0 billion time deposit with a portion of the proceeds from its October 2016 common stock and depositary share offerings.
Cash Flows from Financing Activities Great Plains Energy's cash flows from financing activities in 2017 reflects gross proceeds of $4.6 billion from the issuance of Great Plains Energy's $4.3 billion senior notes in March 2017 and KCP&L's issuance of $300.0 million of 4.20% unsecured Senior Notes in June 2017; $38.3 million in issuance fees related to the issuance of senior notes; $4.7 billion of long-tenn debt repayments from the maturity of KCP&L's $250.0 million of 5.85% unsecured Senior Notes in June 2017, the redemption of Great Plains Energy's $4.3 billion senior notes and a $43.0 million redemption premium in July 2017, the maturity of KCP&L's $31.0 million secured Series 1992 ElRR in July 2017 and the maturity of Great Plains Energy's$ I 00.0 million of 6.875% unsecured Senior Notes in September 2017; a
Great Plains Energy's utility capital expenditures decreased  
$78.0 million increase in dividends paid in 2017 compared to 2016 primarily due to Great Plains Energy's October 2016 common stock and depositary share offerings; and the $963 .4 million redemption of Series B Preferred Stock in August 2017.
$67. 7 million in 2016 compared to 2015 primarily due to a decrease in cash utility capital expenditures related to infrastructure and system improvements.
Great Plains Energy's cash flows from financing activities in 2016 reflect gross proceeds of$1.6 billion from the issuance of60.5 million shares of common stock at a public offering price of $26.45 per share and gross proceeds of $862.5 million from the issuance of 17.3 million depositary shares each representing a 1120th interest in a share of Great Plains Energy's Series B Preferred Stock at $50 per depositary share. Great Plains Energy paid $40.1 million for the redemption of its 390,000 shares of cumulative preferred stock and
Cash Flows from Financing Activities Great Plains Energy's cash flows from financing activities in 2017 reflects gross proceeds of $4.6 billion from the issuance of Great Plains Energy's $4.3 billion senior notes in March 2017 and KCP&L's issuance of $300.0 million of 4.20% unsecured Senior Notes in June 2017; $38.3 million in issuance fees related to the issuance of senior notes; $4.7 billion of long-tenn debt repayments from the maturity of KCP&L's $250.0 million of 5.85% unsecured Senior Notes in June 2017, the redemption of Great Plains Energy's $4.3 billion senior notes and a $43.0 million redemption premium in July 2017, the maturity of KCP&L's $31.0 million secured Series 1992 ElRR in July 2017 and the maturity of Great Plains Energy's$
$143.6 million in issuance fees related to common stock and depositary share issuances, establishing Great Plains Energy's bridge tem1 loan facility and a payment to OMERS pursuant to a stock purchase agreement.
I 00.0 million of 6.875% unsecured Senior Notes in September 2017; a $78.0 million increase in dividends paid in 2017 compared to 2016 primarily due to Great Plains Energy's October 2016 common stock and depositary share offerings; and the $963 .4 million redemption of Series B Preferred Stock in August 2017. Great Plains Energy's cash flows from financing activities in 2016 reflect gross proceeds of$1.6 billion from the issuance of60.5 million shares of common stock at a public offering price of $26.45 per share and gross proceeds of $862.5 million from the issuance of 17.3 million depositary shares each representing a 1120th interest in a share of Great Plains Energy's Series B Preferred Stock at $50 per depositary share. Great Plains Energy paid $40.1 million for the redemption of its 390,000 shares of cumulative preferred stock and $143.6 million in issuance fees related to common stock and depositary share issuances, establishing Great Plains Energy's bridge tem1 loan facility and a payment to OMERS pursuant to a stock purchase agreement.
Impact of Credit Ratings on Liquidity The ratings of Great Plains Energy's, KCP&L's and GMO's securities by the credit rating agencies impact their liquidity, including the cost of borrowings under their revolving credit agreements and in the capital markets. The Companies view maintenance of strong credit ratings as extremely important to their access to and cost of debt financing and to that end maintain an active and ongoing dialogue with the agencies with respect to results of operations, financial position and future prospects. While a decrease in these credit ratings would not cause any acceleration of Great Plains Energy's, KCP&L's or GMO's debt, it could increase interest charges under Great Plains Energy's, KCP&L's and GMO's revolving credit agreements. A decrease in credit ratings could also have, 47
Impact of Credit Ratings on Liquidity The ratings of Great Plains Energy's, KCP&L's and GMO's securities by the credit rating agencies impact their liquidity, including the cost of borrowings under their revolving credit agreements and in the capital markets. The Companies view maintenance of strong credit ratings as extremely important to their access to and cost of debt financing and to that end maintain an active and ongoing dialogue with the agencies with respect to results of operations, financial position and future prospects.
 
While a decrease in these credit ratings would not cause any acceleration of Great Plains Energy's, KCP&L's or GMO's debt, it could increase interest charges under Great Plains Energy's, KCP&L's and GMO's revolving credit agreements.
Table of Contents among other things, an adverse impact, which could be material, on Great Plains Energy's, KCP&L's and GMO's access to capital, the cost of funds, the ability to recover actual interest costs in state regulatory proceedings, the type and amounts of collateral required under supply agreements and Great Plains Energy's ability to provide credit support for its subsidiaries.
A decrease in credit ratings could also have, 47 Table of Contents among other things, an adverse impact, which could be material, on Great Plains Energy's, KCP&L's and GMO's access to capital, the cost of funds, the ability to recover actual interest costs in state regulatory proceedings, the type and amounts of collateral required under supply agreements and Great Plains Energy's ability to provide credit support for its subsidiaries.
As of February 21, 2018, the major credit rating agencies rated Great Plains Energy's, KCP&L's and GMO's securities as detailed in the following table.
As of February 21, 2018, the major credit rating agencies rated Great Plains Energy's, KCP&L's and GMO's securities as detailed in the following table. Great Plains Energy Outlook Corporate Credit Rating Senior Unsecured Debt KCP&L Outlook Senior Secured Debt Senior Unsecured Debt Commercial Paper GMO Outlook Senior Unsecured Debt Commercial Paper Moody's Investors Service Stable Baa2 Stable A2 Baal P-2 Stable Baa2 P-2 S&PGlobal Ratings Positive BBB+ BBB Positive A BBB+ A-2 Positive BBB+ A-2 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Financing Authorization Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%, respectively, of total capitalization (including only the amount of short-term debt in excess of the amount of construction work in progress).
Moody's                S&PGlobal Investors Service            Ratings Great Plains Energy Outlook                                                                                           Stable                  Positive Corporate Credit Rating                                                                                                       BBB+
KCP&L's long-term financing activities are subject to the authorization of the MPSC. In May 2017, the MPSC authorized KCP&L to issue up to $350.0 million of long-term debt through December 31, 2017. At December 31, 2017, KCP&L had utilized $300.0 million of this authorization.
Senior Unsecured Debt                                                                               Baa2                      BBB KCP&L Outlook                                                                                           Stable                  Positive Senior Secured Debt                                                                                 A2                        A Senior Unsecured Debt                                                                               Baal                      BBB+
In February 2018, the MPSC authorized KCP&L to issue up to $750.0 million of long-term debt through September 30, 2019, to replace the authorization which expired on December 31, 2017. KCP&L's and GMO's short-term financing activities are subject to the authorization of FERC. In November 2016, FERC authorized KCP&L to have outstanding at any one time up to a total of$ LO billion in short-term debt instmments through December 2018. At December 31, 2017, there was $832.5 million available under this authorization.
Commercial Paper                                                                                     P-2                      A-2 GMO Outlook                                                                                           Stable                  Positive Senior Unsecured Debt                                                                               Baa2                    BBB+
In Febmary 2016, FERC authorized GMO to have outstanding at any one time up to a total of $750.0 million in short-term debt instmments through March 2018. At December 31, 2017, there was $540. 7 million available under this authorization.
Commercial Paper                                                                                     P-2                       A-2 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.
In December 2017, GMO filed a request with FERC to have outstanding at any one time up to $750.0 million in short-term debt instmments through March 2020. KCP&L and GMO are also authorized by FERC to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. At December 31, 2017, there were no outstanding payables under the money pool. 48 Table of Contents Significant Financing Activities Great Plains Energy Great Plains Energy has an effective shelf registration statement for the sale of unlimited amounts of securities with the SEC that became effective in March 2015 and expires in March 2018. Great Plains Energy does not expect to replace this shelfregistration statement prior to the closing of the anticipated merger with Westar. In March 2017, Great Plains Energy issued $4.3 billion of senior notes and as a result of the Amended Merger Agreement, redeemed the senior notes in July 2017. See Note 12 to the consolidated financial statements for more infonnation on the redemption of the senior notes. In August 2017, as a result of the Amended Merger Agreement, Great Plains Energy redeemed its Series B Preferred Stock. See Note 14 to the consolidated financial statements for more information on the redemption of the Series B Preferred Stock. In September 2017, Great Plains Energy repaid its $100.0 million of 6.875% unsecured Senior Notes at maturity.
Financing Authorization Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%,
KCP&L KCP&L has an effective shelfregistration statement providing for the sale of unlimited amounts of notes and mortgage bonds with the SEC that was filed and became effective in March 2015 and expires in March 2018. Upon expiration of this registration statement, KCP&L intends to file a new shelf registration statement with the SEC providing for the sale ofup to $1. l billion in aggregate principal amount of notes and mortgage bonds. In June 2017, KCP&L issued, at a discount, $300.0 million of 4.20% unsecured Senior Notes, maturing in 204 7, with proceeds used to repay $250.0 million of 5.85% Senior Notes that matured in June 2017 and $31.0 million of secured Series 1992 EIRR bonds that matured in July 2017. Debt Agreements See Note 11 to the consolidated financial statements for information regarding revolving credit facilities.
respectively, of total capitalization (including only the amount of short-term debt in excess of the amount of construction work in progress).
Projected Utility Capital Expenditures Great Plains Energy's cash utility capital expenditures, excluding Allowance for Funds Used During Construction (AFUDC) to finance construction, were $573.5 million, $609.4 million and $677. l million in 2017, 2016 and 2015, respectively.
KCP&L's long-term financing activities are subject to the authorization of the MPSC. In May 2017, the MPSC authorized KCP&L to issue up to $350.0 million of long-term debt through December 31, 2017. At December 31, 2017, KCP&L had utilized $300.0 million of this authorization. In February 2018, the MPSC authorized KCP&L to issue up to $750.0 million of long-term debt through September 30, 2019, to replace the authorization which expired on December 31, 2017.
Utility capital expenditures represent a significant portion of Great Plains Energy's capital requirements.
KCP&L's and GMO's short-term financing activities are subject to the authorization of FERC. In November 2016, FERC authorized KCP&L to have outstanding at any one time up to a total of$ LO billion in short-term debt instmments through December 2018. At December 31, 2017, there was $832.5 million available under this authorization. In Febmary 2016, FERC authorized GMO to have outstanding at any one time up to a total of $750.0 million in short-term debt instmments through March 2018. At December 31, 2017, there was $540. 7 million available under this authorization. In December 2017, GMO filed a request with FERC to have outstanding at any one time up to $750.0 million in short-term debt instmments through March 2020.
Utility capital expenditures projected for the next five years include improvements to generating, distribution and transmission facilities, software upgrades and expenditures for environmental projects at coal-fired power plants. Great Plains Energy intends to meet these capital requirements with a combination of internally generated funds and proceeds from sho1t-term and long-term debt. Utility capital expenditures projected for the next five years, excluding AFUDC, are detailed in the following table. This utility capital expenditure plan is subject to continual review and change. 2018 2019 2020 2021 2022 (millions)
KCP&L and GMO are also authorized by FERC to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. At December 31, 2017, there were no outstanding payables under the money pool.
Generating facilities  
48
$ 165.8 $ 170.2 $ 151.4 $ 139.8 $ 151.7 Distribution and transmission facilities 246.7 256.6 245.7 284.7 235.2 General facilities 100.2 108.8 93.4 87.5 71.0 Nuclear fuel 21.4 24.7 43.8 25.4 24.8 Environmental 14.6 2.8 7.7 20.1 63.1 Total utility capital expenditures  
 
$ 548.7 $ 563.l $ 542.0 $ 557.5 $ 545.8 Pensions The Company incurs significant costs in providing defined benefit plans for substantially all active and inactive employees ofKCP&L and GMO and its 47% ownership share ofWCNOC's defined benefit plans. Funding of the 49 Table of Contents plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). In 2017 and 2016, the Company contributed  
Table of Contents Significant Financing Activities Great Plains Energy Great Plains Energy has an effective shelf registration statement for the sale of unlimited amounts of securities with the SEC that became effective in March 2015 and expires in March 2018. Great Plains Energy does not expect to replace this shelfregistration statement prior to the closing of the anticipated merger with Westar.
$76.9 million and $69.8 million to the pension plans, respectively, and expects to contribute  
In March 2017, Great Plains Energy issued $4.3 billion of senior notes and as a result of the Amended Merger Agreement, redeemed the senior notes in July 2017. See Note 12 to the consolidated financial statements for more infonnation on the redemption of the senior notes.
$84.0 million in 2018 to satisfy ERISA funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L. Additional contributions to the plans are expected beyond 2018 in amounts at least sufficient to meet the greater of ERlSA or regulatory funding requirements; however, these amounts have not yet been determined.
In August 2017, as a result of the Amended Merger Agreement, Great Plains Energy redeemed its Series B Preferred Stock. See Note 14 to the consolidated financial statements for more information on the redemption of the Series B Preferred Stock.
Additionally, the Company provides post-retirement health and life insurance benefits for certain retired employees and expects to make benefit contributions of $4.6 million under the provisions of these plans in 2018, the majority of which is expected to be paid by KCP&L. Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support these funding requirements.
In September 2017, Great Plains Energy repaid its $100.0 million of 6.875% unsecured Senior Notes at maturity.
KCP&L KCP&L has an effective shelfregistration statement providing for the sale of unlimited amounts of notes and mortgage bonds with the SEC that was filed and became effective in March 2015 and expires in March 2018. Upon expiration of this registration statement, KCP&L intends to file a new shelf registration statement with the SEC providing for the sale ofup to $1. l billion in aggregate principal amount of notes and mortgage bonds.
In June 2017, KCP&L issued, at a discount, $300.0 million of 4.20% unsecured Senior Notes, maturing in 204 7, with proceeds used to repay $250.0 million of 5.85% Senior Notes that matured in June 2017 and $31.0 million of secured Series 1992 EIRR bonds that matured in July 2017.
Debt Agreements See Note 11 to the consolidated financial statements for information regarding revolving credit facilities.
Projected Utility Capital Expenditures Great Plains Energy's cash utility capital expenditures, excluding Allowance for Funds Used During Construction (AFUDC) to finance construction, were $573.5 million, $609.4 million and $677. l million in 2017, 2016 and 2015, respectively. Utility capital expenditures represent a significant portion of Great Plains Energy's capital requirements. Utility capital expenditures projected for the next five years include improvements to generating, distribution and transmission facilities, software upgrades and expenditures for environmental projects at coal-fired power plants. Great Plains Energy intends to meet these capital requirements with a combination of internally generated funds and proceeds from sho1t-term and long-term debt.
Utility capital expenditures projected for the next five years, excluding AFUDC, are detailed in the following table. This utility capital expenditure plan is subject to continual review and change.
2018         2019           2020         2021         2022 (millions)
Generating facilities                                                 $   165.8     $   170.2   $     151.4   $   139.8   $     151.7 Distribution and transmission facilities                                   246.7         256.6         245.7       284.7         235.2 General facilities                                                         100.2         108.8           93.4       87.5           71.0 Nuclear fuel                                                               21.4           24.7           43.8       25.4           24.8 Environmental                                                               14.6           2.8             7.7       20.1           63.1 Total utility capital expenditures                                 $   548.7     $   563.l     $     542.0   $   557.5     $   545.8 Pensions The Company incurs significant costs in providing defined benefit plans for substantially all active and inactive employees ofKCP&L and GMO and its 47% ownership share ofWCNOC's defined benefit plans. Funding of the 49
 
Table of Contents plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
In 2017 and 2016, the Company contributed $76.9 million and $69.8 million to the pension plans, respectively, and expects to contribute $84.0 million in 2018 to satisfy ERISA funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L. Additional contributions to the plans are expected beyond 2018 in amounts at least sufficient to meet the greater of ERlSA or regulatory funding requirements; however, these amounts have not yet been determined.
Additionally, the Company provides post-retirement health and life insurance benefits for certain retired employees and expects to make benefit contributions of $4.6 million under the provisions of these plans in 2018, the majority of which is expected to be paid by KCP&L.
Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support these funding requirements.
Supplemental Capital Requirements and Liquidity Information The information in the following table is provided to summarize Great Plains Energy's cash obligations and commercial commitments.
Supplemental Capital Requirements and Liquidity Information The information in the following table is provided to summarize Great Plains Energy's cash obligations and commercial commitments.
Payment due by period Long-term debt Principal Interest Lease commitments Operating leases Capital leases Pension and other post-retirement plans l*l Purchase commitments Fuel Power Other Total contractual commitments (al 2018 2019 2020 2021 2022 After 2022 Total (millions)  
Payment due by period                                       2018             2019           2020               2021             2022             After 2022         Total Long-term debt                                                                                                  (millions)
$ 351.1 $ 401.1 $ 1.1 $ 432.0 $ 287.5 $ 2,209.6 $ 3,682.4 $ 170.3 12.1 0.4 88.6 210.4 47.3 20.9 901.1 $ 144.9 130.5 9.3 0.4 88.6 180.1 47.3 14.7 886.4 $ 9.7 0.4 88.6 67.3 47.3 6.7 351.6 $ 121.9 9.7 0.4 88.6 5.1 47.4 5.5 710.6 $ 99.0 9.5 0.4 88.6 37.4 47.6 2.4 1,180.7 1,847.3 101.0 2.7 (a) 80.7 414.6 35.9 151.3 4.7 443.0 581.0 651.5 86.1 572.4 $ 4,025.2 $ 7,447.3 (al The Company expects to make contributions to the pension and other post-retirement plans beyond 2022 but the amount~ are not yet detennined.
Principal                                          $       351.1     $     401.1     $       1.1     $       432.0     $       287.5     $   2,209.6       $   3,682.4 Interest                                                    170.3           144.9           130.5               121.9             99.0           1,180.7          1,847.3 Lease commitments Operating leases                                              12.1             9.3             9.7               9.7              9.5            101.0             151.3 Capital leases                                                0.4              0.4              0.4                0.4              0.4               2.7              4.7 Pension and other post-retirement plans l*l                      88.6             88.6            88.6              88.6             88.6                  (a)          443.0 Purchase commitments Fuel                                                        210.4           180.1             67.3               5.1            37.4                80.7           581.0 Power                                                        47.3              47.3            47.3               47.4             47.6              414.6            651.5 Other                                                        20.9              14.7              6.7                5.5              2.4               35.9              86.1 Total contractual commitments (al                       $      901.1    $      886.4      $    351.6      $      710.6    $      572.4      $    4,025.2        $   7,447.3 (al The Company expects to make contributions to the pension and other post-retirement plans beyond 2022 but the amount~ are not yet detennined. Amounts for years after 2018 are estimates based on information available in determining the amount for 2018. Actual amounts for years after 2018 could be significantly different than the estimated amounts in the table above.
Amounts for years after 2018 are estimates based on information available in determining the amount for 2018. Actual amounts for years after 2018 could be significantly different than the estimated amounts in the table above. Long-term debt includes current maturities.
Long-term debt includes current maturities. Long-term debt principal excludes $18. 7 million of net discounts on senior notes and debt issuance costs. Variable rate interest obligations are based on rates as of December 31, 2017.
Long-term debt principal excludes $18. 7 million of net discounts on senior notes and debt issuance costs. Variable rate interest obligations are based on rates as of December 31, 2017. Lease commitments end in 2048. Operating lease commitments include railcars to serve jointly-owned generating units where KCP&L is the managing partner. Of the amounts included in the table above, KCP&L will be reimbursed by the other owners for approximately
Lease commitments end in 2048. Operating lease commitments include railcars to serve jointly-owned generating units where KCP&L is the managing partner. Of the amounts included in the table above, KCP&L will be reimbursed by the other owners for approximately
$1.2 million in 2018 and approximately
$1.2 million in 2018 and approximately $0.4 million per year from 2019 to 2025, for a total of $4.0 million.
$0.4 million per year from 2019 to 2025, for a total of $4.0 million. The Company expects to contribute
The Company expects to contribute $88.6 million to the pension and other post-retirement plans in 2018, of which the majority is expected to be paid by KCP&L. Additional contributions to the plans are expected beyond 2022 in amounts at least sufficient to meet the greater of ERISA or regulatory funding requirements; however, these amounts have not yet been detennined. Amounts for years after 2018 are estimates based on infonnation available in determining the amount for 2018. Actual amounts for years after 2018 could be significantly different than the estimated amounts in the table above.
$88.6 million to the pension and other post-retirement plans in 2018, of which the majority is expected to be paid by KCP&L. Additional contributions to the plans are expected beyond 2022 in amounts at least sufficient to meet the greater of ERISA or regulatory funding requirements; however, these amounts have not yet been detennined.
50
Amounts for years after 2018 are estimates based on infonnation available in determining the amount for 2018. Actual amounts for years after 2018 could be significantly different than the estimated amounts in the table above. 50 Table of Contents Fuel commitments consist of commitments for nuclear fuel, coal and coal transportation costs. Power commitments consist of commitments for renewable energy under power purchase agreements.
 
Other represents individual commitments entered into in the ordinary course of business.
Table of Contents Fuel commitments consist of commitments for nuclear fuel, coal and coal transportation costs. Power commitments consist of commitments for renewable energy under power purchase agreements. Other represents individual commitments entered into in the ordinary course of business.
Great Plains Energy has other insignificant long-term liabilities recorded on its consolidated balance sheet at December 31, 2017, which do not have a definitive cash payout date and are not included in the table above. Off-Balance Sheet Arrangements In the ordinary course of business, Great Plains Energy and certain of its subsidiaries enter into various agreement<;
Great Plains Energy has other insignificant long-term liabilities recorded on its consolidated balance sheet at December 31, 2017, which do not have a definitive cash payout date and are not included in the table above.
providing financial or performance assurance to third parties on behalf of certain subsidiaries.
Off-Balance Sheet Arrangements In the ordinary course of business, Great Plains Energy and certain of its subsidiaries enter into various agreement<; providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees and letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiary's intended business purposes. The majority of these agreements guarantee the Company's own future performance, so a liability for the fair value of the obligation is not recorded.
Such agreements include, for example, guarantees and letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiary's intended business purposes.
At December 31, 2017, Great Plains Energy has provided $133.5 million of credit support for GMO as follows:
The majority of these agreements guarantee the Company's own future performance, so a liability for the fair value of the obligation is not recorded.
Great Plains Energy direct guarantees to GMO counterparties totaling $38.0 million, which expire in 2018 and Great Plains Energy guarantees of GMO long-term debt totaling $95 .5 million, which includes debt with maturity dates ranging from 2018 to 2023.
At December 31, 2017, Great Plains Energy has provided $133.5 million of credit support for GMO as follows: Great Plains Energy direct guarantees to GMO counterparties totaling $38.0 million, which expire in 2018 and Great Plains Energy guarantees of GMO long-term debt totaling $95 .5 million, which includes debt with maturity dates ranging from 2018 to 2023. Great Plains Energy has also guaranteed GMO's commercial paper program. At December 3 1, 2017, GMO had $209 .3 million commercial paper outstanding.
Great Plains Energy has also guaranteed GMO's commercial paper program. At December 3 1, 2017, GMO had $209 .3 million commercial paper outstanding. None of the guaranteed obligations are subject to default or prepayment ifGMO's credit ratings were downgraded.
None of the guaranteed obligations are subject to default or prepayment ifGMO's credit ratings were downgraded.
At December 31, 2017, KCP&L had issued letters of credit totaling $5 .2 million as credit support to certain counterparties that expire in 2018. KCP&L has also issued $148.1 million of letters of credit as credit support for its variable rate EIRR Bond Series 2007 A and B that expire in 2018.
At December 31, 2017, KCP&L had issued letters of credit totaling $5 .2 million as credit support to certain counterparties that expire in 2018. KCP&L has also issued $148.1 million of letters of credit as credit support for its variable rate EIRR Bond Series 2007 A and B that expire in 2018. At December 31, 2017, GMO had issued letters of credit totaling $2.1 million as credit support to certain counterparties that expire in 2018. 51 Table of Contents KANSAS CITY POWER & LIGHT COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS The following table summarizes KCP&L's consolidated comparative results of operations.
At December 31, 2017, GMO had issued letters of credit totaling $2.1 million as credit support to certain counterparties that expire in 2018.
Operating revenues Fuel and purchased power Transmission Other operating expenses Costs to achieve the anticipated merger with Westar Depreciation and amortization Operating income Non-operating income and expenses Interest charges Income tax expense Net income Reconciliation of gross margin to operating revenues:
51
Operating revenues Fuel and purchased power Transmission Gross margin (aJ 2017 (millions)
 
$ 1,890.7 $ (412.1) (68.6) (689.5) (10.5) (266.3) 443.7 3.1 (138.8) (128.2) $ 179.8 $ $ 1,890.7 $ (412.1) (68.6) $ 1,410.0 $ (a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
Table of Contents KANSAS CITY POWER & LIGHT COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS The following table summarizes KCP&L's consolidated comparative results of operations.
KCP&L Gross Margin and MWh Sales The following table summarizes KCP&L's gross margin and MWhs sold. Revenues and Costs % MWhsSold 2017 2016 Change 2017 2016 Retail revenues (millions) (thousands)
2017                2016 (millions)
Residential
Operating revenues                                                                                                                              $     1,890.7       $   1,875.4 Fuel and purchased power                                                                                                                                (412.1)            (372.7)
$ 715.6 $ 713.0 5,182 5,330 Conunercial 826.5 798.5 4 7,466 7,553 Industrial 157.7 147.4 7 1,815 1,839 Other retail revenues 11.1 13.1 (15) 72 83 Provision for rate refund 0.9 0.8 16 NIA NIA Energy efficiency (MEEIA)(a) 30.1 50.9 (41) NIA NIA Total retail 1,741.9 1,723.7 I 14,535 14,805 Wholesale revenues 122.9 128.9 (5) 6,788 6,629 Other revenues 25.9 22.8 13 NIA NIA Operating revenues 1,890.7 1,875.4 21,323 21,434 Fuel and purchased power (412.1) (372.7) 11 Transmission (68.6) (56.4) 22 Gross margin (hJ $ 1,410.0 $ 1,446.3 (3) 2016 1,875.4 (372.7) (56.4) (705.8) (I 0.9) (247.5) 482.1 4.2 (139.4) (121.9) 225.0 1,875.4 (372.7) (56.4) 1,446.3 % Change (3) (1) (I) (14) NIA NIA (2) 2 NIA (1) (a) Consists of recovery of program costs of $24. I million and $31.0 million for 2017 and 2016, respectively, that have a direct offset in operating and maintenance expenses and recovery of throughput disincentive of $6.0 million and $9.5 million for 20 l 7 and 20 I 6, respectively, and a performance incentive of$ I 0.4 million for 2016. (b) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Result~ of Operations.
Transmission                                                                                                                                              (68.6)             (56.4)
52 Table of Contents KCP&L's gross margin decreased
Other operating expenses                                                                                                                                (689.5)            (705.8)
$36.3 million in 2017 compared to 2016 primarily diiven by: an estimated
Costs to achieve the anticipated merger with Westar                                                                                                      (10.5)              (I 0.9)
$42 million decrease due to cooler weather diiven by a 16% decrease in CDD; a $6.9 million decrease for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; a $10.4 million MEEIA perfonnance incentive related to the achievement of certain energy savings levels in the first cycle of KCP&L's MEEIA program, which was recognized in 2016; $6.3 million of favorable arbitration and insurance settlements in 2017 that did not pass through KCP&L's fuel recovery mechanism in Missouri; and an estimated  
Depreciation and amortization                                                                                                                          (266.3)             (247.5)
$14 million increase due to weather-normalized retail demand. KCP&L Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other) KCP&L's other operating expenses decreased
Operating income                                                                                                                                      443.7              482.1 Non-operating income and expenses                                                                                                                          3.1                  4.2 Interest charges                                                                                                                                        (138.8)            (139.4)
$16.3 million in 2017 compared to 2016 primarily driven by: a $6.9 million decrease in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue; a $3.7 million decrease in plant operating and maintenance expense; and a $10.6 million decrease in injuries and damages expense primarily due to settled litigation in 2017 in which actual losses were less than estimated.
Income tax expense                                                                                                                                      (128.2)            (121.9)
KCP&L Depreciation and Amortization KCP&L's depreciation and amortization expense increased  
Net income                                                                                                                                    $      179.8       $      225.0 Reconciliation of gross margin to operating revenues:
$18.8 million in 2017 compared to 2016 primarily due to capital additions.
Operating revenues                                                                                                                              $    1,890.7        $    1,875.4 Fuel and purchased power                                                                                                                                (412.1)            (372.7)
KCP&L Income Tax Expense KCP&L's income tax expense increased  
Transmission                                                                                                                                              (68.6)              (56.4)
$6.3 million in 2017 compared to 2016 primarily due to an increase of$16.5 million related to the revaluation ofKCP&L's deferred income taxes not included in rate base as a result of the enactment of U.S. federal income tax refonn in December 2017 and an increase of $4.5 million due to decreased wind production tax credits; in 2017; partially offset by a decrease of $15. I million due to decreased pre-tax income. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the ordinary course of business, Great Plains Energy and KCP&L face risks that are either non-financial or non-quantifiable.
Gross margin (aJ                                                                                                                                $    1,410.0        $    1,446.3 (a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.
Such risks principally include business, legal, operational and credit risks and are not represented in the following analysis.
KCP&L Gross Margin and MWh Sales The following table summarizes KCP&L's gross margin and MWhs sold.
See Item 1 A Risk Factors and Item 7 MD&A for further discussion of risk factors. Great Plains Energy and KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on its operating results. During the ordinary course of business, under the direction and control of an internal commodity risk committee, Great Plains Energy's and KCP&L's hedging strategies are reviewed to detern1ine the hedging approach deemed appropriate based upon the circumstances of each situation.
Revenues and Costs                        %                        MWhsSold                            %
Though management believes iLs; risk management practices are effective, it is not possible to identify and eliminate all risk. Great Plains Energy and KCP&L could experience losses, which could have a material adverse effect on their results of operations or financial position, due to many factors, including unexpectedly large or rapid movements or dismptions in the energy markets, from regulatory-driven market mle changes and/or bankruptcy or non-performance of customers or counterparties, and/or failure of underlying transactions that have been hedged to materialize.
2017                2016                  Change              2017                  2016              Change Retail revenues                                                              (millions)                                                   (thousands)
Residential                                                  $     715.6        $     713.0                                      5,182              5,330                    (3)
Conunercial                                                        826.5                798.5                        4           7,466                7,553                    (1)
Industrial                                                          157.7                147.4                       7            1,815                1,839                  (I)
Other retail revenues                                                11.1                  13.1                   (15)               72                    83                (14)
Provision for rate refund                                              0.9                   0.8                    16              NIA                  NIA                NIA Energy efficiency (MEEIA)(a)                                          30.1                 50.9                  (41)               NIA                  NIA                NIA Total retail                                                  1,741.9              1,723.7                        I           14,535              14,805                    (2)
Wholesale revenues                                                    122.9                128.9                      (5)           6,788              6,629                    2 Other revenues                                                          25.9                  22.8                    13              NIA                  NIA                NIA Operating revenues                                              1,890.7              1,875.4                                    21,323              21,434                    (1)
Fuel and purchased power                                              (412.1)              (372.7)                      11 Transmission                                                            (68.6)                (56.4)                   22 Gross margin (hJ                                                $ 1,410.0          $    1,446.3                        (3)
(a) Consists of recovery of program costs of $24. I million and $31.0 million for 2017 and 2016, respectively, that have a direct offset in operating and maintenance expenses and recovery of throughput disincentive of $6.0 million and $9.5 million for 20 l 7 and 20 I 6, respectively, and a performance incentive of$ I 0.4 million for 2016.
(b)
Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Result~ of Operations.
52
 
Table of Contents KCP&L's gross margin decreased $36.3 million in 2017 compared to 2016 primarily diiven by:
an estimated $42 million decrease due to cooler weather diiven by a 16% decrease in CDD; a $6.9 million decrease for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; a $10.4 million MEEIA perfonnance incentive related to the achievement of certain energy savings levels in the first cycle of KCP&L's MEEIA program, which was recognized in 2016;
          $6.3 million of favorable arbitration and insurance settlements in 2017 that did not pass through KCP&L's fuel recovery mechanism in Missouri; and an estimated $14 million increase due to weather-normalized retail demand.
KCP&L Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)
KCP&L's other operating expenses decreased $16.3 million in 2017 compared to 2016 primarily driven by:
a $6.9 million decrease in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue; a $3.7 million decrease in plant operating and maintenance expense; and a $10.6 million decrease in injuries and damages expense primarily due to settled litigation in 2017 in which actual losses were less than estimated.
KCP&L Depreciation and Amortization KCP&L's depreciation and amortization expense increased $18.8 million in 2017 compared to 2016 primarily due to capital additions.
KCP&L Income Tax Expense KCP&L's income tax expense increased $6.3 million in 2017 compared to 2016 primarily due to an increase of$16.5 million related to the revaluation ofKCP&L's deferred income taxes not included in rate base as a result of the enactment of U.S. federal income tax refonn in December 2017 and an increase of $4.5 million due to decreased wind production tax credits; in 2017; partially offset by a decrease of $15. I million due to decreased pre-tax income.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the ordinary course of business, Great Plains Energy and KCP&L face risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, operational and credit risks and are not represented in the following analysis. See Item 1A Risk Factors and Item 7 MD&A for further discussion of risk factors.
Great Plains Energy and KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on its operating results. During the ordinary course of business, under the direction and control of an internal commodity risk committee, Great Plains Energy's and KCP&L's hedging strategies are reviewed to detern1ine the hedging approach deemed appropriate based upon the circumstances of each situation. Though management believes iLs; risk management practices are effective, it is not possible to identify and eliminate all risk. Great Plains Energy and KCP&L could experience losses, which could have a material adverse effect on their results of operations or financial position, due to many factors, including unexpectedly large or rapid movements or dismptions in the energy markets, from regulatory-driven market mle changes and/or bankruptcy or non-performance of customers or counterparties, and/or failure of underlying transactions that have been hedged to materialize.
Hedging Strategies Great Plains Energy and KCP&L, from time to time, utilize derivative instruments to execute risk management and hedging strategies.
Hedging Strategies Great Plains Energy and KCP&L, from time to time, utilize derivative instruments to execute risk management and hedging strategies.
Derivative instmments, such as futures, forward contracts, swaps or options, derive their value 53 Table of Contents from underlying assets, indices, reference rates or a combination of these factors. These derivative instrumenl<;
Derivative instmments, such as futures, forward contracts, swaps or options, derive their value 53
include negotiated contracts, which are referred to as over-the-counter derivatives, and
 
Table of Contents from underlying assets, indices, reference rates or a combination of these factors. These derivative instrumenl<; include negotiated contracts, which are referred to as over-the-counter derivatives, and instruments listed and traded on an exchange.
Interest Rate Risk Great Plains Energy and KCP&L manage interest expense and short- and long-te1111 liquidity through a combination of fixed and variable rate debt. Generally, the amount of each type of debt is managed through market issuance, but interest rate swap and cap agreements with highly rated financial institutions may also be used to achieve the desired combination. At December 31, 2017, 4%
and 7%, respectively, of Great Plains Energy's and KCP&L's long-term
: l.  
: l.  


==SUMMARY==
==SUMMARY==
OF SIGNIFICANT ACCOUNTING POLICIES Organization Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries and cash and cash equivalents.
OF SIGNIFICANT ACCOUNTING POLICIES Organization Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries and cash and cash equivalents. Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows:
Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows: KCP&L is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).
KCP&L is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).
KCP&L Greater Missouri Operations Company (GMO) is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.
KCP&L Greater Missouri Operations Company (GMO) is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri. GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant). MPS Merchant has certain long-term natural gas contracts remaining from its former non-regulated trading operations.
GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant).
Great Plains Energy also wholly owns OPE Transmission Holding Company, LLC (GPETHC). GPETHC owns 13.5% ofTransource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC (AEPTHC), a subsidiary of American Electric Power Company, Inc. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.
MPS Merchant has certain long-term natural gas contracts remaining from its former non-regulated trading operations.
Each of Great Plains Energy's and KCP&L's consolidated financial statements includes the accounts of their subsidiaries. Intercompany transactions have been eliminated.
Great Plains Energy also wholly owns OPE Transmission Holding Company, LLC (GPETHC).
Great Plains Energy's sole reportable business segment is the electric utility segment (Electric Utility). See Note 22 for additional infonnation.
GPETHC owns 13.5% ofTransource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC (AEPTHC), a subsidiary of American Electric Power Company, Inc. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.
Use of Estimates The process of preparing financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires the use of estimates and assumptions that affect the reported amounts of certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
Each of Great Plains Energy's and KCP&L's consolidated financial statements includes the accounts of their subsidiaries.
Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less at acquisition.
Intercompany transactions have been eliminated.
Great Plains Energy's sole reportable business segment is the electric utility segment (Electric Utility).
See Note 22 for additional infonnation.
Use of Estimates The process of preparing financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires the use of estimates and assumptions that affect the reported amounts of certain types of assets, liabilities, revenues and expenses.
Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated amounts. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less at acquisition.
Time Deposit Consists of a non-negotiable fixed rate investment in a time deposit with an original maturity of greater than three months and is recorded on the balance sheet at cost. The Company estimates the fair value of the time deposit, which approximates its carrying value, using Level 2 inputs based on cuITent interest rates for similar investments with comparable credit risk and time to maturity.
Time Deposit Consists of a non-negotiable fixed rate investment in a time deposit with an original maturity of greater than three months and is recorded on the balance sheet at cost. The Company estimates the fair value of the time deposit, which approximates its carrying value, using Level 2 inputs based on cuITent interest rates for similar investments with comparable credit risk and time to maturity.
69 Table of Contents Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value. Nuclear decommissioning trust.fund  
69
-KCP&L's nuclear decommissioning trust fund assets are recorded at fair value based on quoted market prices of the investments held by the fund and/or valuation models. Pension plans -For financial reporting purposes, the market value of plan assets is the fair value. For regulatory reporting purposes, a five-year smoothing of assets is used to determine fair value. Derivative Instruments The Company records derivative instruments on the balance sheet at fair value in accordance with GAAP. Great Plains Energy and KCP&L enter into derivative contract,;
 
to manage exposure to commodity price and interest rate fluctuations.
Table of Contents Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value.
Derivative instrument<;
Nuclear decommissioning trust.fund - KCP&L's nuclear decommissioning trust fund assets are recorded at fair value based on quoted market prices of the investments held by the fund and/or valuation models.
are entered into solely for hedging purposes and are not issued or held for speculative reasons. The Company considers various qualitative factors, such as contract and market place attributes, in designating de1ivative instrument,;
Pension plans - For financial reporting purposes, the market value of plan assets is the fair value. For regulatory reporting purposes, a five-year smoothing of assets is used to determine fair value.
at inception.
Derivative Instruments The Company records derivative instruments on the balance sheet at fair value in accordance with GAAP. Great Plains Energy and KCP&L enter into derivative contract,; to manage exposure to commodity price and interest rate fluctuations. Derivative instrument<; are entered into solely for hedging purposes and are not issued or held for speculative reasons.
Great Plains Energy and KCP&L may elect the nonnal purchases and nomrnl sales (NPNS) exception, which requires the effects of the derivative to be recorded when the underlying contract settles. Great Plains Energy and KCP&L account for derivative instruments that are not designated as NPNS as non-hedging derivatives, which are recorded as assets or liabilities on the consolidated balance sheets at fair value. Great Plains Energy and KCP&L offset fair value amounts recognized for derivative instruments under master netting arrangements, which include rights to reclaim cash collateral (a receivable), or the obligation to return cash collateral (a payable).
The Company considers various qualitative factors, such as contract and market place attributes, in designating de1ivative instrument,; at inception. Great Plains Energy and KCP&L may elect the nonnal purchases and nomrnl sales (NPNS) exception, which requires the effects of the derivative to be recorded when the underlying contract settles. Great Plains Energy and KCP&L account for derivative instruments that are not designated as NPNS as non-hedging derivatives, which are recorded as assets or liabilities on the consolidated balance sheets at fair value.
Great Plains Energy and KCP&L offset fair value amounts recognized for derivative instruments under master netting arrangements, which include rights to reclaim cash collateral (a receivable), or the obligation to return cash collateral (a payable).
Utility Plant Great Plains Energy's and KCP&L's utility plant is stated at historical cost. These cost,; include taxes, an allowance for the cost of borrowed and equity funds used to finance construction and payroll-related costs, including pensions and other fringe benefits.
Utility Plant Great Plains Energy's and KCP&L's utility plant is stated at historical cost. These cost,; include taxes, an allowance for the cost of borrowed and equity funds used to finance construction and payroll-related costs, including pensions and other fringe benefits.
Replacements, improvements and additions to units of property are capitalized.
Replacements, improvements and additions to units of property are capitalized. Repairs of property and replacements of items not considered to be units ofprope1ty are expensed as incurred (except as discussed under Deferred Refueling Outage Costs). When property units are retired or otherwise disposed, the OJiginal cost, net of salvage, is charged to accumulated depreciation. Substantially all ofKCP&L's utility plant is pledged as collateral for KCP&L's mortgage bonds under the General Mortgage Indenture and Deed of Trust dated December 1, 1986, as supplemented (Indenture). A portion of GMO's utility plant is pledged as collateral for GM O's mortgage bonds under the General Mortgage Indenture and Deed ofTmst dated April 1, 1946, as supplemented.
Repairs of property and replacements of items not considered to be units ofprope1ty are expensed as incurred (except as discussed under Deferred Refueling Outage Costs). When property units are retired or otherwise disposed, the OJiginal cost, net of salvage, is charged to accumulated depreciation.
As prescribed by The Federal Energy Regulatory Commission (FERC), Allowance for Funds Used During Construction (AFUDC) is charged to the cost of the plant during constrnction. AFUDC equity funds are included as a non-cash item in non-operating income and AFUDC borrowed funds are a reduction of interest charges. The rates used to compute gross AFUDC are compounded semi-annually.
Substantially all ofKCP&L's utility plant is pledged as collateral for KCP&L's mortgage bonds under the General Mortgage Indenture and Deed of Trust dated December 1, 1986, as supplemented (Indenture).
The rates used to compute gross AFUDC for KCP&L averaged 4.9% in 2017, 5.7% in 2016 and 3.0% in 2015. The rates used to compute gross AFUDC for GMO averaged 1.9% in 2017, 1.6% in 2016 and 4.2% in 2015.
A portion of GMO's utility plant is pledged as collateral for GM O's mortgage bonds under the General Mortgage Indenture and Deed ofTmst dated April 1, 1946, as supplemented.
70
As prescribed by The Federal Energy Regulatory Commission (FERC), Allowance for Funds Used During Construction (AFUDC) is charged to the cost of the plant during constrnction.
 
AFUDC equity funds are included as a non-cash item in non-operating income and AFUDC borrowed funds are a reduction of interest charges. The rates used to compute gross AFUDC are compounded semi-annually.
Table of Contents Great Plains Energy's and KCP&L's balances of utility plant, at original cost, with a range of estimated useful lives are listed in the following tables.
The rates used to compute gross AFUDC for KCP&L averaged 4.9% in 2017, 5.7% in 2016 and 3.0% in 2015. The rates used to compute gross AFUDC for GMO averaged 1.9% in 2017, 1.6% in 2016 and 4.2% in 2015. 70 Table of Contents Great Plains Energy's and KCP&L's balances of utility plant, at original cost, with a range of estimated useful lives are listed in the following tables. Great Plains Energy December 31 2017 2016 Utility plant, at original cost (millions)
Great Plains Energy December 31                                                                                                                                     2017             2016 Utility plant, at original cost                                                                                                                         (millions)
Generation (20 -60 years) $ 7,930.8 $ 8,106.4 Transmission (15 -70 years) 912.3 886.3 Distribution (8 -66 years) 3,789.0 3,629.1 General (5 -50 years) 1,042.0 975.9 Total(*) $ 13,674.1 $ 13,597.7 <*> Includes $265.0 million and $261.2 million at December 31, 2017 and 2016, respectively; ofland and other assets that are not depreciated.
Generation (20 - 60 years)                                                                                                               $ 7,930.8     $   8,106.4 Transmission (15 - 70 years)                                                                                                                   912.3             886.3 Distribution (8 - 66 years)                                                                                                                 3,789.0           3,629.1 General (5 - 50 years)                                                                                                                       1,042.0             975.9 Total(*)                                                                                                                                       $ 13,674.1     $   13,597.7
KCP&L !December 31 2017 2016 Utility plant, at original cost (millions)
<*> Includes $265.0 million and $261.2 million at December 31, 2017 and 2016, respectively; ofland and other assets that are not depreciated.
Generation (20 -60 years) $ 6,471.5 $ 6,350.7 Transmission (15 -70 years) 500.4 484.1 Distribution (8 -55 years) 2,389.4 2,298.4 General (5 -50 years) 851.9 791.9 Total(*) $ 10,213.2 $ 9,925.1 <*l Includes$
KCP&L
176.0 million and $178.0 million at December 3 I, 2017 and 2016, respectively, of land and other assets that are not depreciated.
!December 31                                                                                                                                     2017             2016 Utility plant, at original cost                                                                                                                         (millions)
Generation (20 - 60 years)                                                                                                               $ 6,471.5     $   6,350.7 Transmission (15 - 70 years)                                                                                                                   500.4             484.1 Distribution (8 - 55 years)                                                                                                                 2,389.4           2,298.4 General (5 - 50 years)                                                                                                                         851.9             791.9 Total(*)                                                                                                                                       $ 10,213.2     $   9,925.1
<*l Includes$ 176.0 million and $178.0 million at December 3 I, 2017 and 2016, respectively, of land and other assets that are not depreciated.
lPlant to be Retired, Net When Great Plains Energy and KCP&L retire utility plant, the original cost, net of salvage, is charged to accumulated depreciation.
lPlant to be Retired, Net When Great Plains Energy and KCP&L retire utility plant, the original cost, net of salvage, is charged to accumulated depreciation.
However, when it becomes probable an asset will be retired significantly in advance of its original expected useful life and in the near term, the cost of the asset and related accumulated depreciation is recognized as a separate asset as a probable abandonment.
However, when it becomes probable an asset will be retired significantly in advance of its original expected useful life and in the near term, the cost of the asset and related accumulated depreciation is recognized as a separate asset as a probable abandonment. If the asset is still in service, the net amount is classified as plant to be retired, net on the consolidated balance sheets. If the asset is no longer in service, tl1e net amount is classified in regulatory assets on the consolidated balance sheet~.
If the asset is still in service, the net amount is classified as plant to be retired, net on the consolidated balance sheets. If the asset is no longer in service, tl1e net amount is classified in regulatory assets on the consolidated balance sheet~. Great Plains Energy and KCP&L must also assess the probability of full recovery of the remaining net book value of the abandonment.
Great Plains Energy and KCP&L must also assess the probability of full recovery of the remaining net book value of the abandonment.
The net book value that may be retained as an asset on the balance sheet for the abandonment is dependent upon amounts that may be recovered through regulated rates, including any return. An impainnentcharge, if any, would equal the difference between the remaining net book value of tl1e asset and the present value of the future revenues expected from the asset. In June 2017, Great Plains Energy and KCP&L announced the expected retirement of certain older generating units, including GMO's Sibley No. 3 Unit, over the next several years. As of December 31, 2017, Great Plains Energy has dete1mined that Sibley No. 3 Unit meets the criteria to be considered probable of abandonment and has classified its remaining net book value of$ I 43.6 million within plant to be retired, net on its consolidated balance sheet. The Company is currently allowed a full recovery of and a full return on Sibley No. 3 Unit in rates and has concluded tlrnt no impaim1ent is required as of December 3 1, 2017. Depreciation and Amortization Depreciation and amortization of utility plant other than nuclear fuel is computed using the straight-line method over the estimated lives of depreciable property based on rates approved by state regulatory authorities.
The net book value that may be retained as an asset on the balance sheet for the abandonment is dependent upon amounts that may be recovered through regulated rates, including any return. An impainnentcharge, if any, would equal the difference between the remaining net book value of tl1e asset and the present value of the future revenues expected from the asset.
Annual depreciation rates average approximately 3%. Nuclear fuel is amortized to fuel expense based on the quantity of heat produced during the generation of electricity.
In June 2017, Great Plains Energy and KCP&L announced the expected retirement of certain older generating units, including GMO's Sibley No. 3 Unit, over the next several years. As of December 31, 2017, Great Plains Energy has dete1mined that Sibley No. 3 Unit meets the criteria to be considered probable of abandonment and has classified its remaining net book value of$ I 43.6 million within plant to be retired, net on its consolidated balance sheet. The Company is currently allowed a full recovery of and a full return on Sibley No. 3 Unit in rates and has concluded tlrnt no impaim1ent is required as of December 3 1, 2017.
71 ------------------**-------****-----*--***
Depreciation and Amortization Depreciation and amortization of utility plant other than nuclear fuel is computed using the straight-line method over the estimated lives of depreciable property based on rates approved by state regulatory authorities. Annual depreciation rates average approximately 3%.
*---------------------
Nuclear fuel is amortized to fuel expense based on the quantity of heat produced during the generation of electricity.
Table of Contents Great Plains Energy's depreciation expense was $330.8 million, $308.8 million and $299.4 million for 2017, 2016 and 2015, respectively.
71
KCP&L's depreciation expense was $228.4 million, $215.4 million and $208.5 million for 2017, 2016 and 2015, respectively.
 
Nuclear Plant Decommissioning Costs Nuclear plant decommissioning cost estimates are based on the immediate dismantlement method and include the costs of decontamination, dismantlement and site restoration.
Table of Contents Great Plains Energy's depreciation expense was $330.8 million, $308.8 million and $299.4 million for 2017, 2016 and 2015, respectively. KCP&L's depreciation expense was $228.4 million, $215.4 million and $208.5 million for 2017, 2016 and 2015, respectively.
Based on these cost estimates, KCP&L contributes to a tax-qualified trust fund to be used to decommission Wolf Creek Generating Station (Wolf Creek). Related liabilities for decommissioning are included on Great Plains Energy's and KCP&L's balance sheets in Asset Retirement Obligations (AROs). As a result of the authorized regulatory treatment and related regulatory accounting, differences between the decommissioning trust fund asset and the related ARO are recorded as a regulatory asset or liability.
Nuclear Plant Decommissioning Costs Nuclear plant decommissioning cost estimates are based on the immediate dismantlement method and include the costs of decontamination, dismantlement and site restoration. Based on these cost estimates, KCP&L contributes to a tax-qualified trust fund to be used to decommission Wolf Creek Generating Station (Wolf Creek). Related liabilities for decommissioning are included on Great Plains Energy's and KCP&L's balance sheets in Asset Retirement Obligations (AROs).
See Note 8 for discussion of AROs including those associated with nuclear plant decommissioning costs. Deferred Refueling Outage Costs KCP&L uses the defe1rnl method to account for operations and maintenance expenses incUITed in support of Wolf Creek's scheduled refueling outages and amortizes them evenly (monthly) over the unit's operating cycle, which is approximately 18 months, until the next scheduled outage. Replacement power costs during an outage are expensed as incurred.
As a result of the authorized regulatory treatment and related regulatory accounting, differences between the decommissioning trust fund asset and the related ARO are recorded as a regulatory asset or liability. See Note 8 for discussion of AROs including those associated with nuclear plant decommissioning costs.
Regulatory Matters KCP&L and GMO defer items on the balance sheet resulting from the effects of the ratemaking process, which would not be recorded if KCP&L and GMO were not regulated.
Deferred Refueling Outage Costs KCP&L uses the defe1rnl method to account for operations and maintenance expenses incUITed in support of Wolf Creek's scheduled refueling outages and amortizes them evenly (monthly) over the unit's operating cycle, which is approximately 18 months, until the next scheduled outage. Replacement power costs during an outage are expensed as incurred.
See Note 6 for additional infonnation concerning regulato1y matters. Revenue Recognition Great Plains Energy and KCP&L recognize revenues on sales of electricity when the service is provided.
Regulatory Matters KCP&L and GMO defer items on the balance sheet resulting from the effects of the ratemaking process, which would not be recorded if KCP&L and GMO were not regulated. See Note 6 for additional infonnation concerning regulato1y matters.
Revenues recorded include electric services provided but not yet billed by KCP&L and GMO. Unbilled revenues are recorded for kWh usage in the period following the customers' billing cycle to the end of the month. KCP&L's and GMO's estimate is based on net system kWh usage less actual billed kWhs. KCP&L's and GMO's estimated unbilled kWhs are allocated and priced by regulatory jurisdiction across the rate classes based on actual billing rates. KCP&L and GMO collect from customers gross receipts taxes levied by state and local governments.
Revenue Recognition Great Plains Energy and KCP&L recognize revenues on sales of electricity when the service is provided. Revenues recorded include electric services provided but not yet billed by KCP&L and GMO. Unbilled revenues are recorded for kWh usage in the period following the customers' billing cycle to the end of the month. KCP&L's and GMO's estimate is based on net system kWh usage less actual billed kWhs. KCP&L's and GMO's estimated unbilled kWhs are allocated and priced by regulatory jurisdiction across the rate classes based on actual billing rates.
These taxes from KCP&L's Missouri customers are recorded gross in operating revenues and general taxes on Great Plains Energy's and KCP&L's statements of comprehensive income. KCP&L's gross receipt">
KCP&L and GMO collect from customers gross receipts taxes levied by state and local governments. These taxes from KCP&L's Missouri customers are recorded gross in operating revenues and general taxes on Great Plains Energy's and KCP&L's statements of comprehensive income. KCP&L's gross receipt"> taxes collected from Missouri customers were $72.9 million, $70.3 million and $62.0 million in 2017, 20 l 6 and 2015, respectively. These taxes from KCP&L's Kansas customers and GMO's customers are recorded net in operating revenues on Great Plains Energy's and KCP&L's statements of comprehensive income (loss).
taxes collected from Missouri customers were $72.9 million, $70.3 million and $62.0 million in 2017, 20 l 6 and 2015, respectively.
Great Plains Energy and KCP&L collect sales taxes from customers and remit to state and local governments. These taxes are presented on a net basis on Great Plains Energy's and KCP&L's statements of comprehensive income (loss).
These taxes from KCP&L's Kansas customers and GMO's customers are recorded net in operating revenues on Great Plains Energy's and KCP&L's statements of comprehensive income (loss). Great Plains Energy and KCP&L collect sales taxes from customers and remit to state and local governments.
Great Plains Energy and KCP&L record sale and purchase activity on a net basis in wholesale revenue or purchased power when transacting with Regional Transmission Organization (RTO)/Independent System Operator (ISO) markets.
These taxes are presented on a net basis on Great Plains Energy's and KCP&L's statements of comprehensive income (loss). Great Plains Energy and KCP&L record sale and purchase activity on a net basis in wholesale revenue or purchased power when transacting with Regional Transmission Organization (RTO)/Independent System Operator (ISO) markets. Allowance for Doubtful Accounts This reserve represents estimated uncollectible accounts receivable and is based on management's judgment considering historical loss experience and the characteristics of existing accounts.
Allowance for Doubtful Accounts This reserve represents estimated uncollectible accounts receivable and is based on management's judgment considering historical loss experience and the characteristics of existing accounts. Provisions for losses on receivables are expensed to maintain the allowance at a level considered adequate to cover expected losses. Receivab Jes are charged off against the reserve when they are deemed uncollectible.
Provisions for losses on receivables are expensed to maintain the allowance at a level considered adequate to cover expected losses. Receivab Jes are charged off against the reserve when they are deemed uncollectible.
72
72 Table of Contents Property Gains and Losses Net gains and losses from the sale of assets and businesses and from asset impairments are recorded in operating expenses.
 
Asset Impairments Long-lived assets and finite-lived intangible assets subject to amortization are reviewed for impainnent whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Table of Contents Property Gains and Losses Net gains and losses from the sale of assets and businesses and from asset impairments are recorded in operating expenses.
If the sum of the undiscounted expected future cash flows from an asset to be held and used is less than the carrying value of the asset, an asset impairment must be recognized in the financial statements.
Asset Impairments Long-lived assets and finite-lived intangible assets subject to amortization are reviewed for impainnent whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted expected future cash flows from an asset to be held and used is less than the carrying value of the asset, an asset impairment must be recognized in the financial statements. The amount of impairment recognized is the excess of the carrying value of the asset over its fair value.
The amount of impairment recognized is the excess of the carrying value of the asset over its fair value. Goodwill and indefinite lived intangible assets are tested for impairment annually and when an event occurs indicating the possibility that an impainnent exists. The annual test must be performed at the same time each year. The goodwill impairment test consists of comparing the fair value of a reporting unit to it-; carrying amount, including goodwill, to identify potential impai1111ent.
Goodwill and indefinite lived intangible assets are tested for impairment annually and when an event occurs indicating the possibility that an impainnent exists. The annual test must be performed at the same time each year. The goodwill impairment test consists of comparing the fair value of a reporting unit to it-; carrying amount, including goodwill, to identify potential impai1111ent. In the event that the carrying amount exceeds the fair value of the reporting unit, an impaim1ent loss is recognized for the difference between the carrying amount of the reporting unit and its fair value.
In the event that the carrying amount exceeds the fair value of the reporting unit, an impaim1ent loss is recognized for the difference between the carrying amount of the reporting unit and its fair value. Income Taxes Income taxes are accounted for using the asset/liability approach.
Income Taxes Income taxes are accounted for using the asset/liability approach. Deferred tax assets and liabilities are detennined based on the temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are detennined based on the temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized.
Great Plains Energy and KCP&L recognize tax benefits based on a "more-likely-than-not" recognition threshold. In addition, Great Plains Energy and KCP&L recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in non-operating expenses.
Great Plains Energy and KCP&L recognize tax benefits based on a "more-likely-than-not" recognition threshold.
Great Plains Energy files a consolidated federal income tax return as well as unitary and combined income tax returns in several state jurisdictions with Kansas and Missouri being the most significant. Income taxes for consolidated or combined subsidiaries are allocated to the subsidiaries based on separate company computations of income or loss. KCP&L's income tax provision includes taxes allocated based on its separate company income or loss.
In addition, Great Plains Energy and KCP&L recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
As of December 31, 2017, Great Plains Energy and KCP&L have established a net regulatory liability for the additional future refunds to be made to customers for the over collection of income taxes in rates. Tax credits are recognized in the year generated except for certain KCP&L and GMO investment tax credits that have been deferred and amortized over the remaining service lives of the related properties.
Great Plains Energy files a consolidated federal income tax return as well as unitary and combined income tax returns in several state jurisdictions with Kansas and Missouri being the most significant.
Income taxes for consolidated or combined subsidiaries are allocated to the subsidiaries based on separate company computations of income or loss. KCP&L's income tax provision includes taxes allocated based on its separate company income or loss. As of December 31, 2017, Great Plains Energy and KCP&L have established a net regulatory liability for the additional future refunds to be made to customers for the over collection of income taxes in rates. Tax credits are recognized in the year generated except for certain KCP&L and GMO investment tax credits that have been deferred and amortized over the remaining service lives of the related properties.
Environmental Matters Environmental costs are accrued when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated.
Environmental Matters Environmental costs are accrued when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated.
Non-Operating Income and Expenses In 2017, Great Plains Energy's non-operating income included $22.8 million of interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of $4.3 billion of senior notes and $14.0 million of mark-to-market gains on deal contingent interest rate swaps. In 2017, Great Plains Energy's non-operating expenses included $15 .0 million due to the write-off of previously deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OCM Credit Portfolio LP (OMERS) in July 2017. 73 Table of Contents Basic and Diluted Earnings (Loss) per Common Share Calculation To determine basic earnings (loss) per common share (EPS), preferred stock dividend requirements and redemption premium are deducted from net income (loss) before dividing by the average number of common shares outstanding.
Non-Operating Income and Expenses In 2017, Great Plains Energy's non-operating income included $22.8 million of interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of $4.3 billion of senior notes and $14.0 million of mark-to-market gains on deal contingent interest rate swaps.
To determine diluted EPS, preferred stock dividend requirements and redemption premium are added to earnings available for common shareholders for the periods in which the assumed conversion of Great Plains Energy's 7 .00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock) has a dilutive effect before dividing by the diluted average number of common shares outstanding.
In 2017, Great Plains Energy's non-operating expenses included $15 .0 million due to the write-off of previously deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OCM Credit Portfolio LP (OMERS) in July 2017.
See Note 14 for additional information regarding Series B Preferred Stock. The effect of dilutive securities assumes the issuance of common shares applicable to performance shares and restricted stock calculated using the treasury stock method and the number of common shares that would be issued under an assumed conversion of Series B Preferred Stock using the if-converted method. The following table reconciles Great Plains Energy's basic and diluted EPS. 2017 2016 2015 (millions, except per share amounts) Income (Loss) Net income (loss) $ (106.2) $ 290.0 $ 213.0 Less: preferred stock dividend requirements and redemption premium 37.3 16.5 1.6 Earnings (loss) available for common shareholders  
73
$ (143.5) $ 273.5 $ 211.4 Common Shares Outstanding Average number of common shares outstanding 215.5 169.4 154.2 Add: effect of dilutive securities 0.4 0.6 Diluted average number of common shares outstanding 215.5 169.8 154.8 Basic and Diluted EPS $ (0.67) $ 1.61 $ 1.37 Anti-dilutive shares excluded from the computation of diluted EPS for 2017 were 226,958 performance shares and 144,989 restricted stock shares. Anti-dilutive shares excluded from the computation of diluted EPS for 2016 were 7,805,460 shares of Series B Preferred Stock assumed to be converted.
 
Anti-dilutive shares excluded from the computation of diluted EPS for 2015 were 900 restricted stock shares. Dividends Declared In Februa1y 2018, Great Plains Energy's Board of Directors (Great Plains Energy Board) declared a quarterly dividend of $0.275 per share on Great Plains Energy's common stock. The common dividend is payable March 20, 2018, to shareholders of record as of February 27, 2018. In February 2018, KCP&L's Board of Directors declared a cash dividend payable to Great Plains Energy of $60 million payable on March 19, 2018. New Accounting Standards In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation-Stock Compensation, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and fo1ieitures.
Table of Contents Basic and Diluted Earnings (Loss) per Common Share Calculation To determine basic earnings (loss) per common share (EPS), preferred stock dividend requirements and redemption premium are deducted from net income (loss) before dividing by the average number of common shares outstanding. To determine diluted EPS, preferred stock dividend requirements and redemption premium are added to earnings available for common shareholders for the periods in which the assumed conversion of Great Plains Energy's 7 .00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock) has a dilutive effect before dividing by the diluted average number of common shares outstanding. See Note 14 for additional information regarding Series B Preferred Stock. The effect of dilutive securities assumes the issuance of common shares applicable to performance shares and restricted stock calculated using the treasury stock method and the number of common shares that would be issued under an assumed conversion of Series B Preferred Stock using the if-converted method.
The Companies adopted ASU No. 2016-09 on January I, 2017. The cumulative effect from the adoption of ASU No. 2016-09 was insignificant to Great Plains Energy's consolidated financial statements and resulted in a reduction to retained earnings of$0.7 million for KCP&L. The Companies have elected to adopt the cash flow presentation of the excess tax benefits as an operating activity prospectively and no prior periods have been adjusted.
The following table reconciles Great Plains Energy's basic and diluted EPS.
In March 2017, the FASB issued ASU No. 2017-07, Compe!Jsation-Retirement Benefit~, which requires an employer to disaggregate the service cost component from the other component~
2017               2016               2015 (millions, except per share amounts)
of net benefit cost. The service cost component is to be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The non-service cost components are to be reported 74 Table of Contents separately from service costs and outside of a subtotal of income from operations.
Income (Loss)
The amendments in this update allow only the service cost component to be eligible for capitalization as pa1t of utility plant. The non-service cost components that are no longer eligible for capitalization as part of utility plant will be recorded as a regulatory asset. The new guidance is to be applied retrospectively for the presentation of service cost and non-service cost components in the income statement and prospectively for the capitalization of the service cost component.
Net income (loss)                                                                               $   (106.2)     $       290.0     $     213.0 Less: preferred stock dividend requirements and redemption premium                                     37.3               16.5               1.6 Earnings (loss) available for common shareholders                                               $   (143.5)     $       273.5     $     211.4 Common Shares Outstanding Average number of common shares outstanding                                                           215.5               169.4             154.2 Add: effect of dilutive securities                                                                                           0.4             0.6 Diluted average number of common shares outstanding                                                   215.5               169.8             154.8 Basic and Diluted EPS                                                                           $     (0.67)     $       1.61     $       1.37 Anti-dilutive shares excluded from the computation of diluted EPS for 2017 were 226,958 performance shares and 144,989 restricted stock shares. Anti-dilutive shares excluded from the computation of diluted EPS for 2016 were 7,805,460 shares of Series B Preferred Stock assumed to be converted. Anti-dilutive shares excluded from the computation of diluted EPS for 2015 were 900 restricted stock shares.
The Companies adopted ASU No. 2017-07 on January 1, 2018, and it will not have a material impact on their consolidated financial statements as the impacts of adoption are limited to changes in the classification of non-service cost. In May 2014, the FASB issued ASU No. 2014-09, Revenue ft-om Contracts*
Dividends Declared In Februa1y 2018, Great Plains Energy's Board of Directors (Great Plains Energy Board) declared a quarterly dividend of $0.275 per share on Great Plains Energy's common stock. The common dividend is payable March 20, 2018, to shareholders of record as of February 27, 2018.
with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
In February 2018, KCP&L's Board of Directors declared a cash dividend payable to Great Plains Energy of $60 million payable on March 19, 2018.
In August 2015, the FASB issued ASU No. 2015-14, deferring the effective date of ASU No. 2014-09 one year, from January 1, 2017, to January l, 2018. The ASU replaced most existing revenue recognition guidance in GAAP when it became effective.
New Accounting Standards In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation-Stock Compensation, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and fo1ieitures. The Companies adopted ASU No. 2016-09 on January I, 2017. The cumulative effect from the adoption of ASU No. 2016-09 was insignificant to Great Plains Energy's consolidated financial statements and resulted in a reduction to retained earnings of$0.7 million for KCP&L. The Companies have elected to adopt the cash flow presentation of the excess tax benefits as an operating activity prospectively and no prior periods have been adjusted.
The Companies adopted ASU No. 2014-09 on January 1, 2018 using the modified retrospective transition method. The adoption of the standard did not have a material impact on the Companies' amount or timing of revenue recognition.
In March 2017, the FASB issued ASU No. 2017-07, Compe!Jsation-Retirement Benefit~, which requires an employer to disaggregate the service cost component from the other component~ of net benefit cost. The service cost component is to be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The non-service cost components are to be reported 74
The Companies will include additional disclosures regarding the nature, amount and timing of their revenues from contracts with customers, including disaggregated revenue by customer type, in their first quarter 2018 notes to financial statements.
 
In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires an entity that is a lessee to record a right-of-use asset and a lease liability for lease payments on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.
Table of Contents separately from service costs and outside of a subtotal of income from operations. The amendments in this update allow only the service cost component to be eligible for capitalization as pa1t of utility plant. The non-service cost components that are no longer eligible for capitalization as part of utility plant will be recorded as a regulatory asset. The new guidance is to be applied retrospectively for the presentation of service cost and non-service cost components in the income statement and prospectively for the capitalization of the service cost component. The Companies adopted ASU No. 2017-07 on January 1, 2018, and it will not have a material impact on their consolidated financial statements as the impacts of adoption are limited to changes in the classification of non-service cost.
The new guidance is effective for interim and annual periods beginning after December 15, 2018, and is required to be applied using a modified retrospective approach.
In May 2014, the FASB issued ASU No. 2014-09, Revenue ft-om Contracts* with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In August 2015, the FASB issued ASU No. 2015-14, deferring the effective date of ASU No. 2014-09 one year, from January 1, 2017, to January l, 2018.
Great Plains Energy and KCP&L plan to adopt the new guidance on January 1, 2019. The Companies expect that the new guidance will affect the balance sheet by increasing the assets and liabilities recorded related to operating leases and continue to evaluate the effect that ASU No. 2016-02 will have on their income statement, statement of cash flows and related disclosures.  
The ASU replaced most existing revenue recognition guidance in GAAP when it became effective. The Companies adopted ASU No.
: 2. ANTICIPATED MERGER WITH WESTAR ENERGY, INC. In May 2016, Great Plains Energy entered into an Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar Energy, Inc. (Westar) and GP Star, Inc. (GP Star) (Original Merger Agreement).
2014-09 on January 1, 2018 using the modified retrospective transition method. The adoption of the standard did not have a material impact on the Companies' amount or timing of revenue recognition. The Companies will include additional disclosures regarding the nature, amount and timing of their revenues from contracts with customers, including disaggregated revenue by customer type, in their first quarter 2018 notes to financial statements.
Pursuant to the Original Merger Agreement, Great Plains Energy would have acquired Westar for (i) $51.00 in cash and (ii) a number of shares of Great Plains Energy common stock, equal to an exchange ratio for each share of Westar common stock issued and outstanding immediately prior to the effective time of the merger, with Westar becoming a wholly owned subsidiary of Great Plains Energy. The acquisition was subject to various shareholder and regulatory approvals, including from The State Corporation Commission of the State of Kansas (KCC), the Public Service Commission of the State of Missouri (MPSC) and FERC. In April, 2017, KCC issued an order denying Great Plains Energy's, KCP&L's and Westar's joint application for approval of the acquisition of Westar by Great Plains Energy citing concerns with the purchase price, Great Plains Energy's capital structure, quantifiable and demonstrable customer benefits and staffing levels in Westar's service territory, among other items. In July 2017, Great Plains Energy entered into an Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc., a Missouri corporation (Holdco), and King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco (Merger Sub) (Amended Merger Agreement).
In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires an entity that is a lessee to record a right-of-use asset and a lease liability for lease payments on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new guidance is effective for interim and annual periods beginning after December 15, 2018, and is required to be applied using a modified retrospective approach. Great Plains Energy and KCP&L plan to adopt the new guidance on January 1, 2019. The Companies expect that the new guidance will affect the balance sheet by increasing the assets and liabilities recorded related to operating leases and continue to evaluate the effect that ASU No. 2016-02 will have on their income statement, statement of cash flows and related disclosures.
Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Pursuant to the Amended Merger Agreement, at closing each outstanding share of Great Plains Energy's and Wes tar's common stock will be converted into the right to receive 0.5981 and 1.0, respectively, of validly issued, fully paid and nonassessable 75 Table of Contents shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar. The anticipated merger with Westar has been structured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company. Regulatory and Shareholder Approvals Great Plains Energy's anticipated merger with Westar was unanimously approved by the Great Plains Energy Board and Westar's Board of Directors (Westar Board). In November 2017, shareholders of Great Plains Energy and Westar approved all proposals necessary for the merger of Great Plains Energy and Westar at each company's respective shareholder meeting. The anticipated merger remains subject to regulatory approvals from KCC, the MPSC, the Nuclear Regulatory Commission (NRC), FERC and The Federal Communications Commission (FCC); as well as other contractual conditions.
: 2. ANTICIPATED MERGER WITH WESTAR ENERGY, INC.
KCC Approval In August 2017, Great Plains Energy, KCP&L and Westar filed a joint application with KCC for approval of the anticipated merger with Westar. An evidentiary hearing is expected to occur in March 2018 and a decision from KCC on the joint application is expected by June 5, 2018. MPSC Approval In August 2017, Great Plains Energy, KCP&L, GMO and Westar filed a joint application with the MPSC for approval of the anticipated merger with Westar. In January 2018, Great Plains Energy, KCP&L, GMO and Westar reached a stipulation and agreement with the MPSC staff and certain other intervenors in the case settling all issues in the joint application except for the assignment of bill credit amounts to retail electric customers at KCP&L and GMO. The stipulation and agreement imposes certain conditions on Holdco, KCP&L and GMO in the areas of financing, ratemaking, customer service, corporate social responsibility and also includes other general provisions.
In May 2016, Great Plains Energy entered into an Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar Energy, Inc. (Westar) and GP Star, Inc. (GP Star) (Original Merger Agreement). Pursuant to the Original Merger Agreement, Great Plains Energy would have acquired Westar for (i) $51.00 in cash and (ii) a number of shares of Great Plains Energy common stock, equal to an exchange ratio for each share of Westar common stock issued and outstanding immediately prior to the effective time of the merger, with Westar becoming a wholly owned subsidiary of Great Plains Energy. The acquisition was subject to various shareholder and regulatory approvals, including from The State Corporation Commission of the State of Kansas (KCC), the Public Service Commission of the State of Missouri (MPSC) and FERC.
The stipulation and agreement with the MPSC staff, among other things, provides that retail rates for KCP&L Missouri and GMO customers will not increase as a result of the merger and that in the event KCP&L's or GMO's credit ratings are downgraded below in vestment grade as a result of their affiliation with Holdco or any of Holdco's affiliates, KCP&L and GMO will be restricted from paying a dividend unless approved by the MPSC or until their credit ratings are restored to investment grade. The stipulation and agreement must still be approved by the MPSC. An evidentiary hearing in the case is expected to occur in March 2018. While there is not a statutory deadline for an MPSC ruling on the joint application, a decision from the MPSC is expected in the second quarter of 2018. Other Approvals In September 2017, Great Plains Energy and Westar filed applications with FERC and the NRC for approval of the merger. In October 201 7, the Securities and Exchange Commission (SEC) declared effective a registration statement on Form S-4 of Holdco including a joint proxy statement of Great Plains Energy and Westar that was used in connection with Great Plains Energy's and Westar's special shareholder meetings on November 21, 2017, and tl1e registration of shares of Holdco common stock to be issued to Great Plains Energy's and Westar's shareholders at the closing of the anticipated merger. In November 2017, Great Plains Energy and Westar filed their respective Pre-Merger Notification and Report forms with the Federal Trade Commission (FTC) and the Department of Justice (DOJ) under the Hart-Scott-Rodino (HSR) Act. In December 2017, the FTC granted Great Plains Energy's request for early termination of the waiting period under the HSR Act with respect to the anticipated merger. In February 2018, Great Plains Energy, KCP&L, GMO and Westar filed Transfer of Control applications with FCC. Termination Fees The Amended Merger Agreement provides that in connection with a termination of the agreement under specified circumstances relating to a failure to obtain regulatory approvals by July 9, 2018 (which date may be extended to January 9, 2019), a final and nonappealable order enjoining the consummation of the anticipated merger in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the 76 Table of Contents Amended Merger Agreement to consummate the closing of the anticipated merger once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar a tennination fee of $190 million. In addition, in the event that the Amended Merger Agreement is tenninated by Westar under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Westar may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the Amended Merger Agreement is terminated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Great Plains Energy may be required to pay Westar a termination fee of $190 million. Shareholder Lawsuits Follow.ing the announcement of the Original Merger Agreement in May 2016, two putative class action complaints (which were consolidated and superseded by a consolidated complaint) were filed in the District Court of Shawnee County, Kansas. On October 20, 2017, the lead plaintiff in that consolidated putative class action filed an amended class action petition.
In April, 2017, KCC issued an order denying Great Plains Energy's, KCP&L's and Westar's joint application for approval of the acquisition of Westar by Great Plains Energy citing concerns with the purchase price, Great Plains Energy's capital structure, quantifiable and demonstrable customer benefits and staffing levels in Westar's service territory, among other items.
The amended petition named as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The amended petition challenged the proposed merger and alleged breaches of fiduciary duties against the Westar Board in connection with the proposed merger, including the duty of candor, and that Westar, Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties. On September 21, 2017, a putative class action lawsuit was filed in the U.S. District Court for the District of Kansas. The federal class action complaint named as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenged the merger and alleged violations of section 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act") against all of the defendants and violations of section 20(a) of the Exchange Act against the Westar Board. On October 6, 2017, a putative class action lawsuit was filed in the U.S. District Court for the District of Kansas. The federal class action complaint named as defendant'>
In July 2017, Great Plains Energy entered into an Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc., a Missouri corporation (Holdco), and King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco (Merger Sub) (Amended Merger Agreement). Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Pursuant to the Amended Merger Agreement, at closing each outstanding share of Great Plains Energy's and Wes tar's common stock will be converted into the right to receive 0.5981 and 1.0, respectively, of validly issued, fully paid and nonassessable 75
Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenged the proposed merger and alleged violations of section 14(a) of the Exchange Act against Westar and the Westar Board and violations of section 20(a) of the Exchange Act against the Westar Board, Great Plains Energy, Holdco and Merger Sub. On October 13, 2017, a putative class action lawsuit was filed in the U.S. District Court for the Western District of Missouri, Western Division.
 
The federal class action complaint named as defendants Great Plains Energy and the Great Plains Energy Board. The complaint challenged the proposed merger and alleged violations of section 14(a) of the Exchange Act against all of the defendants and violations of section 20(a) of the Exchange Act against the Great Plains Energy Board. On October 18, 2017, a putative derivative complaint was filed in Shawnee County, Kansas. This putative derivative action named as defendants the Westar Board, Great Plains Energy, Holdco and Merger Sub, with Westar named as a nominal defendant.
Table of Contents shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar.
The complaint challenged the proposed merger and alleged that the Westar Board detem1ined to forego a $380 million break-up fee allegedly payable to Westar associated with the Original Merger Agreement, breached their fiduciary duties to Westar shareholders in connection with the proposed merger, and that Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties. On November 16, 2017, the plaintiffs in these lawsuits agreed in principle to dismiss the lawsuits and, in exchange, Great Plains Energy, Westar Energy and Holdco agreed, solely in order to avoid the risk that litigation might delay or otherwise adversely affect the consummation of the proposed merger under the Amended Merger Agreement and to minimize the expense of defending such actions, to make supplemental disclosures to the Joint Proxy Statement/Prospectus, which were made on Forms 8-K dated November 16, 2017. The lawsuit~ have been dismissed.
The anticipated merger with Westar has been structured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company.
These dismissals do not release or otherwise prejudice any potential claims of any member of the putative class, other than for the plaintiffs in these lawsuits, and do not constitute any admission by any of the defendants as to the merits of any claims.
Regulatory and Shareholder Approvals Great Plains Energy's anticipated merger with Westar was unanimously approved by the Great Plains Energy Board and Westar's Board of Directors (Westar Board). In November 2017, shareholders of Great Plains Energy and Westar approved all proposals necessary for the merger of Great Plains Energy and Westar at each company's respective shareholder meeting. The anticipated merger remains subject to regulatory approvals from KCC, the MPSC, the Nuclear Regulatory Commission (NRC), FERC and The Federal Communications Commission (FCC); as well as other contractual conditions.
* Redemption of Acquisition Financing In order to fund the cash portion of the acquisition under the Original Merger Agreement, Great Plains Energy completed registered public offerings of 60.5 million shares of common stock for total net proceeds of $1.55 billion 77 Table of Contents and 17.3 million depositary shares each representing a 1120th interest in a share of Series B Preferred Stock for total net proceeds of $836.2 million in October 2016 and issued, at a discount, $4.3 billion of senior notes in March 2017. Great Plains Energy also entered into a stock purchase agreement with OMERS, pursuant to which Great Plains Energy would issue and sell to OMERS 750,000 shares of preferred stock of Great Plains Energy designated as 7.25% Mandatory Convertible Preferred Stock, Series A (Series A Preferred Stock), without par value, for an aggregate purchase price equal to $750 million at the closing of the acquisition.
KCC Approval In August 2017, Great Plains Energy, KCP&L and Westar filed a joint application with KCC for approval of the anticipated merger with Westar. An evidentiary hearing is expected to occur in March 2018 and a decision from KCC on the joint application is expected by June 5, 2018.
In addition to the financings discussed above, Great Plains Energy also entered into a senior unsecured bridge term loan facility in connection with the Original Merger Agreement in an aggregate principal amount of $8.017 billion (which was subsequently reduced to $864.5 million as a result of the completed financings noted above) to support the anticipated transaction and provide flexibility for the timing oflong-tenn financing.
MPSC Approval In August 2017, Great Plains Energy, KCP&L, GMO and Westar filed a joint application with the MPSC for approval of the anticipated merger with Westar. In January 2018, Great Plains Energy, KCP&L, GMO and Westar reached a stipulation and agreement with the MPSC staff and certain other intervenors in the case settling all issues in the joint application except for the assignment of bill credit amounts to retail electric customers at KCP&L and GMO. The stipulation and agreement imposes certain conditions on Holdco, KCP&L and GMO in the areas of financing, ratemaking, customer service, corporate social responsibility and also includes other general provisions. The stipulation and agreement with the MPSC staff, among other things, provides that retail rates for KCP&L Missouri and GMO customers will not increase as a result of the merger and that in the event KCP&L's or GMO's credit ratings are downgraded below in vestment grade as a result of their affiliation with Holdco or any of Holdco's affiliates, KCP&L and GMO will be restricted from paying a dividend unless approved by the MPSC or until their credit ratings are restored to investment grade. The stipulation and agreement must still be approved by the MPSC. An evidentiary hearing in the case is expected to occur in March 2018. While there is not a statutory deadline for an MPSC ruling on the joint application, a decision from the MPSC is expected in the second quarter of 2018.
Other Approvals In September 2017, Great Plains Energy and Westar filed applications with FERC and the NRC for approval of the merger. In October 201 7, the Securities and Exchange Commission (SEC) declared effective a registration statement on Form S-4 of Holdco including a joint proxy statement of Great Plains Energy and Westar that was used in connection with Great Plains Energy's and Westar's special shareholder meetings on November 21, 2017, and tl1e registration of shares of Holdco common stock to be issued to Great Plains Energy's and Westar's shareholders at the closing of the anticipated merger. In November 2017, Great Plains Energy and Westar filed their respective Pre-Merger Notification and Report forms with the Federal Trade Commission (FTC) and the Department of Justice (DOJ) under the Hart-Scott-Rodino (HSR) Act. In December 2017, the FTC granted Great Plains Energy's request for early termination of the waiting period under the HSR Act with respect to the anticipated merger. In February 2018, Great Plains Energy, KCP&L, GMO and Westar filed Transfer of Control applications with FCC.
Termination Fees The Amended Merger Agreement provides that in connection with a termination of the agreement under specified circumstances relating to a failure to obtain regulatory approvals by July 9, 2018 (which date may be extended to January 9, 2019), a final and nonappealable order enjoining the consummation of the anticipated merger in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the 76
 
Table of Contents Amended Merger Agreement to consummate the closing of the anticipated merger once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar a tennination fee of $190 million. In addition, in the event that the Amended Merger Agreement is tenninated by Westar under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Westar may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the Amended Merger Agreement is terminated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Great Plains Energy may be required to pay Westar a termination fee of $190 million.
Shareholder Lawsuits Follow.ing the announcement of the Original Merger Agreement in May 2016, two putative class action complaints (which were consolidated and superseded by a consolidated complaint) were filed in the District Court of Shawnee County, Kansas. On October 20, 2017, the lead plaintiff in that consolidated putative class action filed an amended class action petition. The amended petition named as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The amended petition challenged the proposed merger and alleged breaches of fiduciary duties against the Westar Board in connection with the proposed merger, including the duty of candor, and that Westar, Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties.
On September 21, 2017, a putative class action lawsuit was filed in the U.S. District Court for the District of Kansas. The federal class action complaint named as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenged the merger and alleged violations of section 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act")
against all of the defendants and violations of section 20(a) of the Exchange Act against the Westar Board.
On October 6, 2017, a putative class action lawsuit was filed in the U.S. District Court for the District of Kansas. The federal class action complaint named as defendant'> Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenged the proposed merger and alleged violations of section 14(a) of the Exchange Act against Westar and the Westar Board and violations of section 20(a) of the Exchange Act against the Westar Board, Great Plains Energy, Holdco and Merger Sub.
On October 13, 2017, a putative class action lawsuit was filed in the U.S. District Court for the Western District of Missouri, Western Division. The federal class action complaint named as defendants Great Plains Energy and the Great Plains Energy Board. The complaint challenged the proposed merger and alleged violations of section 14(a) of the Exchange Act against all of the defendants and violations of section 20(a) of the Exchange Act against the Great Plains Energy Board.
On October 18, 2017, a putative derivative complaint was filed in Shawnee County, Kansas. This putative derivative action named as defendants the Westar Board, Great Plains Energy, Holdco and Merger Sub, with Westar named as a nominal defendant. The complaint challenged the proposed merger and alleged that the Westar Board detem1ined to forego a $380 million break-up fee allegedly payable to Westar associated with the Original Merger Agreement, breached their fiduciary duties to Westar shareholders in connection with the proposed merger, and that Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties.
On November 16, 2017, the plaintiffs in these lawsuits agreed in principle to dismiss the lawsuits and, in exchange, Great Plains Energy, Westar Energy and Holdco agreed, solely in order to avoid the risk that litigation might delay or otherwise adversely affect the consummation of the proposed merger under the Amended Merger Agreement and to minimize the expense of defending such actions, to make supplemental disclosures to the Joint Proxy Statement/Prospectus, which were made on Forms 8-K dated November 16, 2017.
The lawsuit~ have been dismissed. These dismissals do not release or otherwise prejudice any potential claims of any member of the putative class, other than for the plaintiffs in these lawsuits, and do not constitute any admission by any of the defendants as to the merits of any claims.
* Redemption of Acquisition Financing In order to fund the cash portion of the acquisition under the Original Merger Agreement, Great Plains Energy completed registered public offerings of 60.5 million shares of common stock for total net proceeds of $1.55 billion 77
 
Table of Contents and 17.3 million depositary shares each representing a 1120th interest in a share of Series B Preferred Stock for total net proceeds of
$836.2 million in October 2016 and issued, at a discount, $4.3 billion of senior notes in March 2017. Great Plains Energy also entered into a stock purchase agreement with OMERS, pursuant to which Great Plains Energy would issue and sell to OMERS 750,000 shares of preferred stock of Great Plains Energy designated as 7.25% Mandatory Convertible Preferred Stock, Series A (Series A Preferred Stock), without par value, for an aggregate purchase price equal to $750 million at the closing of the acquisition.
In addition to the financings discussed above, Great Plains Energy also entered into a senior unsecured bridge term loan facility in connection with the Original Merger Agreement in an aggregate principal amount of $8.017 billion (which was subsequently reduced to
$864.5 million as a result of the completed financings noted above) to support the anticipated transaction and provide flexibility for the timing oflong-tenn financing.
As a result of the Amended Merger Agreement, the following occurred with regards to Great Plains Energy's acquisition financing arrangements:
As a result of the Amended Merger Agreement, the following occurred with regards to Great Plains Energy's acquisition financing arrangements:
In July 2017, Great Plains Energy redeemed its $4.3 billion of senior notes at a redemption price of IO 1 % of the aggregate principle amount, plus accrued and unpaid interest.
In July 2017, Great Plains Energy redeemed its $4.3 billion of senior notes at a redemption price of IO 1% of the aggregate principle amount, plus accrued and unpaid interest. See Note 12 for additional information; In August 2017, Great Plains Energy redeemed its Series B Preferred Stock at a redemption price that was equal to a make-whole formula set forth in the terms of the Series B Preferred Stock. See Note 14 for additional information; In July 2017, Great Plains Energy and OMERS tenninated their stock purchase agreement for $750 million of Series A Preferred Stock. As a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to non-operating expenses in the third quarter of 2017; and In July 2017, Great Plains Energy terminated its $864.5 million unsecured b,;dge term loan facility.
See Note 12 for additional information; In August 2017, Great Plains Energy redeemed its Series B Preferred Stock at a redemption price that was equal to a whole formula set forth in the terms of the Series B Preferred Stock. See Note 14 for additional information; In July 2017, Great Plains Energy and OMERS tenninated their stock purchase agreement for $750 million of Series A Preferred Stock. As a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to operating expenses in the third quarter of 2017; and In July 2017, Great Plains Energy terminated its $864.5 million unsecured b,;dge term loan facility.
Under the Amended Merger Agreement, Great Plains Energy is required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the anticipated merger with Westar. It is expected that this excess cash will be returned to shareholders of the combined company through the repurchase of common stock over time after the closing of the anticipated merger.
Under the Amended Merger Agreement, Great Plains Energy is required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the anticipated merger with Westar. It is expected that this excess cash will be returned to shareholders of the combined company through the repurchase of common stock over time after the closing of the anticipated merger. 78 Table of Contents 3. SUPPLEMENTAL CASH FLOW INFORMATION Great Plains E11ergy Other Operati11g Activities Year Ended December 31 2017 2016 2015 Cash flows affected by changes in: (millions)
78
Receivables
$ 14.8 $ (18.3) $ 12.5 Accounts receivable pledged as collateral (7.6) 2.6 (4.0) Fuel inventories 5.6 9.6 (28.3) Materials and supplies (9.0) (6.5) (3.0) Accounts payable 9.0 (25.4) (11.4) Accrued taxes 1.5 8.1 I.I Accrued interest (8.0) 6.1 3.4 Deferred refueling outage costs 15.5 (3.1) (6.7) Pension and post-retirement benefit obligations 26.1 27.4 18.5 Allowance for equity funds used during construction (6.0) (6.6) (4.8) Fuel recovery mechanisms (11.4) (46.9) 47.5 ARO settlements (28.5) (17.4) (4.1) Other 20.6 28.1 (7.8) Total other operating activities
$ 22.6 $ (42.3) $ 12.9 Cash paid during the period: Interest $ 258.9 $ 191.2 $ 182.2 Income taxes $ $ 0.1 $ 0.1 Non-cash investing activities:
Liabilities accrued for capital expenditures
$ 39.8 $ 32.4 $ 35.7 KCP&L Other Opert1ti11g Activities Year Ended December 31 2017 2016 2015 Cash flows affected by changes in: (millions)
Receivables
$ 13.8 $ (12.4) $ 2.6 Accounts receivable pledged as collateral (20.0) Fuel inventories 1.9 10.6 (24.7) Materials and supplies (7.1) (4.3) (4.5) Accounts payable 11.7 (30.5) (18.0) Accrued taxes 9.1 67.9 (19.0) Accrued interest 3.4 Deferred refueling outage costs 15.5 (3.1) (6.7) Pension and post-retirement benefit obligations 27.3 28.6 18.4 Allowance for equity funds used during construction (6.0) (6.6) (3.8) Fuel recovery mechanisms 8.3 (53.7) 3.5 ARO settlements (25.5) (15.0) (4.1) Other (9.0) 16.4 (8.6) Total other operating activities
$ 20.0 $ (2.1) $ (61.5) Cash paid during the period: Interest $ 128.0 $ 127.0 $ 120.2 Income taxes $ 38.8 $ $ Non-cash investing activities:
Liabilities accrued for capital expenditures
$ 32.9, $ 27.2 $ 23.9 79 Table of Contents 4. RECEIVABLES Great Plains Energy's and KCP&L's receivables are detailed in the following table. December 31 2017 2016 Great Plains Energy (millions)
Customeraccounts receivable
-billed $ 3.7 $ 26.2 Customer accounts receivable
-unbilled 103.2 79.1 Allowance for doubtful accounts -customer accounts receivable (4.7) (4.0) Other receivables 49.5 64.7 Total $ 151.7 $ 166.0 KCP&L Customeraccounts receivable
-billed $ 1.6 $ 25.5 Customer accounts receivable
-unbilled 67.6 63.7 Allowance for doubtful accounts -customer accounts receivable (2.2) (1.8) Other receivab !es 39.3 51.7 Total $ 106.3 $ 139.1 Great Plains Energy's and KCP&L's other receivables at December 31, 2017 and 2016, consisted primarily of receivables from partners in jointly owned electric utility plants and wholesale sales receivables.
Sale of Accounts Receivable
-KCP&L and GMO KCP&L and GMO sell all of their retail electric accounts receivable to their wholly owned subsidiaries, KCP&L Receivables Company and GMO Receivables Company, respectively, which in turn sell an undivided percentage ownership interest in the accounts receivable to Victory Receivables Corporation, an independent outside investor.
Each ofKCP&L Receivables Company's and GMO Receivables Company's sale of the undivided percentage ownership interest in accounts receivable to Victory Receivables Corporation is accounted for as a secured borrowing with accounts receivable pledged as collateral and a corresponding short-term collateralized note payable recognized on the balance sheets. At December 31, 2017 and 2016, Great Plains Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $180.0 million and $172.4 million, respectively.
At December 31, 2017 and 2016, KCP&L's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $130.0 million and $110.0 million, respectively.
In September 2017, KCP&L and GMO amended their respective receivable sale agreements with Victory Receivables Corporation to extend the tennination date to September 2018 and to allow for $130 million in aggregate outstanding principal amount of borrowings at any time for KCP&L and $50 million in aggregate outstanding principal amount of borrowings from mid-November through mid-June and then $65 million from mid-June through mid-November for GMO. 5. NUCLEAR PLANT KCP&L owns 47% of Wolf Creek, its only nuclear generating unit. Wolf Creek is located in Coffey County, Kansas, just northeast of Burlington, Kansas. Wolf Creek's operating license expires in 2045. Wolf Creek is regulated by the NRC with respect to licensing, operations and safety-related requirements.
Spent Nuclear Fuel and High-Level Radioactive Waste Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. Wolf Creek historically paid the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. In May 2014, this fee was set to zero. In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to the NRC to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE's motion to withdraw its application.
In 2011, the NRC announced that it 80 Table of Contents was evenly divided on whether to take affirmative action to overturn or uphold the board's decision and ordered the licensing board, consistent with budgeta1y limitations, to close out its work on the DO E's application.
In August 2013, a federal court of appeals ruled that the NRC must resume its review of the DO E's application to the extent of appropriated funds. With the available funds, the NRC was able to complete its technical review of the Yucca Mountain application but was not able to resume the licensing hearing. Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Management cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.
Low-Level Radioactive Waste Wolf Creek disposes of most of its low-level radioactive waste (Class A waste) at an existing third-party repository in Utah. Management expects that the site located in Utah will remain available to Wolf Creek for disposal of its Class A waste. Wolf Creek has contracted with a waste processor that will process, take title and dispose in another state most of the remainder of Wolf Creek's low-level radioactive waste (Classes Band C waste, which is higher in radioactivity but much lower in volume). Should on-site waste storage be needed in the future, Wolf Creek has current storage capacity on site for about four years' generation of Classes B and C waste and believes it will be able to expand that storage capacity as needed ifit becomes necessary to do so. Nuclear Plant Decommissioning Costs The MPSC and KCC require KCP&L and the other owners of Wolf Creek to submit an updated decommissioning cost study every three years and to propose funding levels. The most recent study was submitted to the MPSC and KCC in September 2017 and is the basis for the current cost of decommissioning estimates in the following table. Funding levels included in KCP&L retail rates have not changed. The actual nuclear decommissioning costs may vary from these estimates because of changes in regulations and technologies as well as changes in costs for labor, materials and equipment.
Current cost of decommissioning (in 2017 dollars) Total Station KCP&L's47%
Share Future cost of decommissioning (in 2045-2053 dollars) (a) Total Station KCP&L's 47% Share Annual escalation factor Annual return on trust assets (bl (alTotal future cost over an eight year decommissioning period $ $ KCC (millions) 813.7 382.5 1,982.4 931.7 2.91% 5.64% $ $ MPSC 813.7 382.5 2,137.8 1,004.8 3.16% 5.46% (blThe 5.64% KCC rate of return is through 2029 and then systematically decreases through 2053 to 0.32%. The 5.46% MPSC rate of return is through 2027 and then systematically decreases through 2053 to 2.22%. The KCC and MPSC rates of return systematically decrease based on the assumption that the fund's investment mix will become increasingly conservative as the decommissioning period approaches.
81 Table of Contents Nuclear Decommissioning Trust Fund In 2017 and 2016, KCP&L contributed approximately
$3 .3 million to a tax-qualified trust fund to be used to decommission Wolf Creek. Amounts funded are charged to other operating expense and recovered in customers' rates. The fonding level assumes a projected level of return on trust assets. If the actual return on trust assets is below the projected level or actual decommissioning costs are higher than estimated, KCP&L could be responsible for the balance of fonds required; however, while there can be no assurances, management believes a rate increase would be allowed to recover decommissioning costs over the remaining life of the unit. The following table summarizes the change in Great Plains Energy's and KCP&L's nuclear decommissioning trust fund. 2017 2016 Decommissioning Trust (millions)
Beginning balance January 1 $ 222.9 $ 200.7 Contributions 3.3 3.3 Earned income, net of fees 4.3 4.l Net realized gains 0.7 0.3 Net unrealized gains 27.2 14.5 Ending balance December 31 $ 258.4 $ 222.9 The nuclear decommissioning trust is reported at fair value on the balance sheets and is invested in assets as detailed in the following table. December 31 2017 2016 Cost Unrealized Unrealized Fair Cost Unrealized Unrealized Fair Basis Gains Losses Value Basis Gains Losses Value (millions)
Equity securities
$ 96.5 $ 88.3 $ (1.0) $ 183.8 $ 93.3 $ 62.1 $ (1.5) $ 153.9 Debt securities 69.7 2.7 (0.4) 72.0 63.4 2.3 (0.5) 65.2 Other 2.6 2.6 3.8 3.8 Total $ 168.8 $ 91.0 $ (1.4) $ 258.4 $ 160.5 $ 64.4 $ (2.0) $ 222.9 The weighted average maturity of debt securities held by the trust at December 31, 2017, was approximately 9 years. The costs of securities sold are determined on the basis of specific identification.
The following table summarizes the realized gains and losses from the sale of securities in the nuclear decommissioning trust fund. Realized gains Realized losses Nuclear Insurance
$ 2017 2.5 (1.8) 2016 (millions)
$ 1.6 $ (1.3) 2015 5.3 (4.6) The owners of Wolf Creek (Owners) maintain nuclear insurance for Wolf Creek for nuclear liability, nuclear property and accidental outage. These policies contain certain industry standard exclusions, including, but not limited to, ordinary wear and tear, and war. The nuclear property insurance programs subscribed to by members of the nuclear power generating industry include industry aggregate limits for act.~ ofte1rnrism and related losses, including replacement power costs. l11ere is no industry aggregate limit for liability claims related to te1rnrism, regardless of the number of acts of terrorism affecting Wolf Creek or any other nuclear energy liability policy or the number of policies in place. An industry aggregate limit of$3.2 billion plus any reinsurance recoverable by Nuclear Electric Insurance Limited (NEIL), the Owners' insurance provider, exists for property claims related to nuclear acts of teITorism, including accidental outage power costs for nuclear acts of terrorism affecting Wolf Creek or any other nuclear energy facility property policy within twelve months from the date of the first act. An industry 82 Table of Contents aggregate limit of$1.8 billion exists for property claims related to non-nuclear acts of terrorism.
These limits plus any recoverable reinsurance are the maximum amount to be paid to members who sustain losses or damages from these types of terrorist acts. In addition, industry-wide retrospective assessment programs (discussed below) can apply once these insurance programs have been exhausted.
In the event of a catastrophic loss at Wolf Creek, the insurance coverage may not be adequate to cover property damage and extra expenses incurred.
Uninsured losses, to the extent not recovered through rates, would be assumed by KCP&L and the other owners and could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows. Nuclear Liability Insura11ce Pursuant to the Price-Anderson Act, which was reauthorized through December 31, 2025, by the Energy Policy Act of 2005, the Owners are required to insure against public liability claims resulting from nuclear incidents to the full limit of public liability, which is currently
$13.5 billion. This limit of liability consists of the maximum available commercial insurance of $0.5 billion and the remaining
$13.0 billion is provided through an indust1y-wide retrospective assessment program mandated by law, known as the Secondary Financial Protection (SFP) program. Under the SFP program. the Owners can be assessed up to $127.3 million ($59.8 million, KCP&L's 47% share) per incident at any commercial reactor in the country, payable at no more than $19.0 million ($8.9 million, KCP&L's 47% share) per incident per year. This assessment is subject to an inflation adjustment based on the Consumer Price Index and applicable premium taxes. In addition, the U.S. Congress could impose additional revenue-raising measures to pay claims. Nuclear Property I11sura11ce The Owners carry decontamination liability, premature decommissioning liability and property damage insurance from NEIL for Wolf Creek totaling approximately
$2.8 billion ($1.3 billion, KCP&L's 4 7% share). In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. KCP&L's share of any remaining proceeds can be used for further decontamination, property damage restoration and premature decommissioning .costs. Premature decommissioning coverage applies only if an accident at Wolf Creek exceeds $500 million in property damage and decontamination expenses, and only after trust funds have been exhausted.
Accide11tal Nuclear Outage Insurance The Owners also cany additional insurance from NEIL to cover costs of replacement power and other extra expenses incurred in the event of a prolonged outage resulting from accidental property damage at Wolf Creek. Under all NEIL policies, the Owners are subject to retrospective assessments ifNEIL losses, for each policy year, exceed the accumulated funds available to the insurer under that policy. The estimated maximum amount of retrospective assessments under the current policies could total approximately
$3 7.4 million ($17 .6 million, KCP&L's 47% share) per policy year. 6. REGULATORY MATTERS KCP&L Missouri 2018 Rate Case Proceedings In January 2018, KCP&L filed an application with the MPSC to request an increase to its retail revenues of $8.9 million before rebasing fuel and purchased power expense, with a return on equity of9.85% and a rate-making equity ratio of 50.03%. The request reflects the impact of the Tax Cut and Jobs Act and increases in infrastructure investment costs, transmission related costs and property tax costs. KCP&L also requested an additional
$7 .5 million increase associated with rebasing fuel and purchased power expense. GMO Missouri 2018 Rate Case Proceedings In January 2018, GMO filed an application with the MPSC to request a decrease to it'> retail revenues of $2.4 million before re basing fuel and purchased power expense, with a return on equity of9.85% and a rate-making equity ratio of 54.4%. The request reflects the impact of the Tax Cut and Jobs Act and increases in infrastructure 83 Table of Contents investment costs and transmission related costs. GMO also requested a $21.7 million increase associated with rebasing fuel and purchased power expense. KCP&L Kansas 2016 Abbreviated Rate Case Proceedings In November 2016, KCP&L filed an abbreviated application with KCC to request a decrease to its retail revenues of $2.8 million, reflecting the tme-up to actuals of construction and environmental upgrade costs at the La Cygne Station and Wolf Creek capit'll addition costs and the removal of certain regulatory asset and liability amortizations.
The previously approved return on equity and making ratio for KCP&L was not addressed in th is case. In April 2017, KCP&L, KCC staff and the Citizens' Utility Ratepayer Board filed a joint motion to approve a unanimous settlement agreement with KCC that requested a decrease in retail revenues of $3.6 million. In June 2017, KCC issued an order approving the unanimous settlement agreement.
The rates established by the order took effect on June 28, 2017. KCP&L Missouri 2016 Rate Case Proceedings In July 2016, KCP&L filed an application with the MPSC to request an increase to its ret'lil revenues of $62.9 million before rebasing fuel and purchased power expense, with a return on equity of9.9% and a rate-making equity ratio of 49.88%. The request reflects increases in infrastructure investment costs, costs for regional transmission lines, property tax costs and costs to comply with environmental and cybersecurity mandates.
KCP&L also requested an additional
$27.2 million increase associated with rebasing fuel and purchased power expense. In May 2017, the MPSC issued an order for KCP&L authorizing an increase in ret'lil revenues of$5.4 million before rebasing fuel and purchased power expense, a return on equity of 9 .5% and a rate-making equity ratio of approximately 49 .2%. The order also authorized a $27. I million revenue increase associated with re basing fuel and purchased power expense: The rates established by the order took effect on June 8, 2017. Regulatory Assets and Liabilities Great Plains Energy and KCP&L have recorded assets and liabilities on their consolidated balance sheets resulting from the effects of the ratemaking process, which would not otherwise be recorded if the Companies were not regulated.
Regulatory assets represent incurred costs that are probable of recovery from future revenues.
Regulatory liabilities represent future reductions in revenues or refunds to customers.
Management regularly assesses whether regulat01y assets and liabilities are probable of future recovery or refund by considering factors such as decisions by the MPSC, KCC or FERC in KCP&L's and GMO's rate case filings; decisions in other regulato1y proceedings, including decisions related to other companies that establish precedent on matters applicable to the Companies; and changes in laws and regulations.
If recovery or refund ofregulatory assets or liabilities is not approved by regulators or is no longer deemed probable, these regulatory assets or liabilities are recognized in the current period results of operations.
The Companies' continued ability to meet the criteria for recording regulatory assets and liabilities may be affected in the future by restrncturing and deregulation in the electric industry or changes in accounting rules. In the event that the criteria no longer applied to any or all of the Companies' operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism were provided.
Additionally, these factors could result in an impairment on utility plant assets. 84 Table of Contents Great Plains Energy's and KCP&L's regulatory assets and liabilities are detailed in the following table. December 31 2017 2016 Great Plains Great Plains KCP&L GMO Energy KCP&L GMO Energy Regulatory Assets (millions)
Taxes recoverable through future rates $ $ $ $ 123.9 $ 24.8 $ 148.7 Loss on reacquired debt 8.7 (a) 1.2 (a) 9.9 10.0 1.7 11.7 Cost ofremoval 30.3 30.3 28.6 28.6 Asset retirement obligations 94.3 24.2 118.5 69.6 24.9 94.5 Pension and post-retirement costs 379.7 (b) 108.2 (b) 487.9 367.9 104.7 472.6 Deferred customer programs 40.9 (c) 19.4 (d) 60.3 45.9 27.4 73.3 Fuel recovery mechanism 61.7 (el 12.0 (e) 73.7 69.9 69.9 Iatan No. l and common facilities depreciation and carrying costs 12.9 (I) 4.7 (g) 17.6 13.6 5.0 18.6 Iatan No. 2 construction accounting costs 25.0 (h) 13.7 (h) 38.7 26.9 16.1 43.0 Kansas property tax surcharge 6.6 (e) 6.6 3.6 3.6 Solar rebates 22.6 (i) 37.0 (e) 59.6 29.2 41.6 70.8 Transmission delivery charge 3.2 (e) 3.2 3.1 3.1 La Cygne deferred depreciation 2.7 (j) 2.7 2.8 2.8 Other 3.3 (e) 1.6 4.9 6.8 6.8 Total $ 691.9 $ 222.0 $ 913.9 $ 801.8 $ 246.2 $ 1,048.0 Regulatory Liabilities Taxes refundable through future rates $ 574.0 $ 220.6 $ 794.6 $ $ $ Emission allowances 58.1 58.l 62.l 62.1 Asset retirement obligations 126.0 126.0 99.7 99.7 Cost ofremoval 57.4 57.4 65.1 65.l Fuel recovery mechanism 3.9 3.9 11.6 11.6 Pension and post-retirement costs 12.0 8.2 20.2 15 .3 7.4 22.7 Other 9.1 37.0 46.1 10.3 38.4 48.7 Total $ 779.2 $ 327.1 $ 1,106.3 $ 187.4 $ 122.5 $ 309.9 <*l Amortized over the life of the related new debt issuances or the remaining lives of the old debt issuances ifno new debt was issued. (b) Represents unrecognized gains and losses, prior service and transition costs that will be recognized in future net periodic pension and post-retirement costs, pension settlements an10rtized over various periods and financial and regulatory accounting method differences that will be eliminated over the life of the pension plans. Of these amounts, $366.3 million and $61.4 million for KCP&L and GMO, respectively, are not included in rate base and are amortized over various periods. (cl $16. l million not included in rate base and amortized over various periods. Cd) $10.9 million not included in rate base and amortized over various periods. (*)Not included in rate base and amortized over various periods. (fl Included in rate base and amortized over various periods. (g) Included in rate base and amortized through 2038. (hl Included in rate base and amortized through 2059. (il Not included in rate base and amortized through 2020. OJ Included in rate base and amortized through 2040. 85 Table of Contents 7. GOODWILL AND INTANGIBLE ASSETS Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impaim1ent exists. The annual impairment test for the $169.0 million of GMO acquisition goodwill was conducted on September!, 2017. The goodwill impairment test consists of comparing the fair value of a reporting unit to its caITying amount, including goodwill, to identify potential impairment.
In the event that the caffYing amount exceeds the fair value of the reporting unit, an impairment loss is recognized for the difference between the caffYing amount of the reporting unit and its fair value. Great Plains Energy's regulated electric utility operations are considered one reporting unit for assessment of impairment, as they are included within the same operating segment and have similar economic characteristics.
The determination of fair value of the reporting unit consisted of two valuation techniques:
an income approach consisting of a discounted cash flow analysis and a market approach consisting of a determination of reporting unit invested capital using market multiples derived from the historical revenue; earnings before interest, income taxes, depreciation and amortization; net utility asset values and market prices of stock of peer companies.
The results of the two techniques were evaluated and weighted to determine a point within the range that management considered representative of fair value for the reporting unit. Fair value of the reporting unit exceeded the carrying amount, including goodwill; therefore, there was no impairment of goodwill.
Great Plains Energy's and KCP&L's intangible assets are included in electric utility plant on the consolidated balance sheets and are detailed in the following table. Great Plains Energy Computer software Asset improvements KCP&L Computer software Asset improvements 2017 Gross Carrying Amount $ 386.8 30.3 $ 368.7 15.1 December 31 2016 Accumulated Gross Carrying Accumulated Amortization Amount Amortization (millions)
$ (251.2) $ 355.2 $ (219.1) (8.0) 28.8 (6.7) $ (234.3) $ 338.3 $ (203.1) (2.7) 13.6 (1.8) Great Plains Energy's and KCP&L's amortization expense related to intangible assets is detailed in the following table. Great Plains Energy KCP&L $ 2017 (millions) 33.7 $ 32.1 2016 29.1 25.7 The following table provides the estimated amortization expense related to Great Plains Energy's and KCP&L's intangible assets for 2018 through 2022 for the intangible assets included in the consolidated balance sheets at December 31, 2017. 2018 2019 2020 2021 2022 (millions)
Great Plains Energy $ 30.5 $ 25.7 $ 24.5 $ 20.0 $ 14.9 KCP&L 29.7 25.0 23.8 19.5 14.5 86 Table of Contents 8. ASSET RETIREMENT OBLIGATIONS AROs associated with tangible long-lived assets are legal obligations that exist under enacted laws, statutes and written or oral contracts, including obligations arising under the doctrine of promissory estoppel.
These liabilities are recognized at estimated fair value as incurred with a corresponding amount capitalized as part of the cost of the related long-lived assets and depreciated over their useful lives. Accretion of the liabilities due to the passage of time is recorded to a regulatory asset and/or liability.
Changes in the estimated fair values of the liabilities are rec_ognized when known. Great Plains Energy and KCP&L record the current portion of AROs within other cmTent liabilities on their consolidated balance sheets. KCP&L has AROs related to decommissioning Wolf Creek, site remediation of its Spearville Wind Energy Facilities, asbestos abatement, removal of storage tanks and closure and post-closure of ponds and landfills containing coal combustion residuals (CCRs). GMO has AROs related to asbestos abatement, removal of storage tanks and closure and post-closure of ponds and landfills containing CCRs. Additionally, certain wiring used in Great Plains Energy's and KCP&L's generating stations include asbestos insulation, which would require special handling if disturbed.
Due to the inability to reasonably estimate the quantities or the amount of disturbance that will be necessary during dismantlement at the end of the life of a plant, the fair value of this ARO cannot be reasonably estimated at this time. Management will continue to monitor the obligation and will recognize a liability in the period in which sufficient information becomes available to reasonably estimate its fair value. On April 17, 2015, the Environmental Protection Agency (EPA) published new regulations to regulate the disposal of CCRs at electric generation facilities.
The CCR rule represents legal obligations of Great Plains Energy and KCP&L as to the closure and post-closure of its ponds and landfills containing CCRs. In 2016, Great Plains Energy and KCP&L revised their AROs by $42. l million and $40. l million, respectively, due to an increase in cost estimates for the closure of ponds and landfills containing CCRs at KCP&L's electric generating facilities.
The following table summarizes the change in Great Plains Energy's and KCP&L's AROs. Great Plains Energy KCP&L 2017 2016 2017 2016 (millions)
Beginning balance $ 316.0 $ 275.9 $ 278.0 $ Additions


===1.6 Revision===
Table of Contents
in timing and/or estimates (I .3) 42.1 0.3 Settlements (28.5) (17.4) (25.5) Accretion 14.9 13.8 13.5 Total $ 301.1 $ 316.0 $ 266.3 $ Less: current portion (38.6) (34.9) Total noncurrent asset retirement obligation
: 3. SUPPLEMENTAL CASH FLOW INFORMATION Great Plains E11ergy Other Operati11g Activities Year Ended December 31                                  2017          2016          2015 Cash flows affected by changes in:                                  (millions)
$ 262.5 $ 316.0 $ 231.4 $ ARO settlement activity in 2017 and 2016 primarily consists of the remediation of AR Os for the closure of ponds and landfills containing CCRs at KCP&L and GMO. 9. PENSION PLANS AND OTHER EMPLOYEE BENEFITS 239.3 1.3 40.l (15.0) 12.3 278.0 278.0 Great Plains Energy maintains defined benefit pension plans for the majority of KCP&L's and GM O's active and inactive employees, including officers, and its 47% ownership share of Wolf Creek Nuclear Operating Corporation (WCNOC) defined benefit plans. For the majority of employees, pension benefits under these plans reflect the employees' compensation, years of service and age at retirement.
Receivables                                          $    14.8  $      (18.3) $    12.5 Accounts receivable pledged as collateral                  (7.6)            2.6        (4.0)
Effective in 2014, Great Plains Energy's non-union plan was closed to future employees.
Fuel inventories                                            5.6            9.6      (28.3)
Great Plains Energy also provides certain retirement health care and life insurance benefits for substantially all retired employees ofKCP&L, GMO and it<; 47% ownership share ofWCNOC. 87 Table of Contents KCP&L and GMO record pension and post-retirement expense in accordance with rate orders from the MPSC and KCC that allow the difference between pension and post-retirement costs under GAAP and costs for ratemaking to be recognized as a regulatory asset or liability.
Materials and supplies                                    (9.0)           (6.5)       (3.0)
This difference between financial and regulatory accounting methods is due to timing and will be eliminated over the life of the plans. In 2017, Great Plains Energy incuned pension settlement charges of $15.9 million as a result of accelerated pension distributions.
Accounts payable                                          9.0          (25.4)      (11.4)
The following pension benefits tables provide information relating to the funded status of all defined benefit pension plans on an aggregate basis as well as the components of net periodic benefit costs. For financial reporting purposes, the market value of plan assets is the fair value. For regulatory reporting purposes, a five-year smoothing of assets is used to determine fair value. Net periodic benefit costs reflect total plan benefit costs prior to the effects of capitalization and sharing with joint owners of power plants. Pension Benefits Other Benefits 2017 2016 2017 2016 Change in projected benefit obligation (PBO) (millions)
Accrued taxes                                              1.5             8.1         I.I Accrued interest                                          (8.0)            6.1          3.4 Deferred refueling outage costs                            15.5            (3.1)        (6.7)
PBO at January I $ 1,244.6 $ 1,154.8 $ 130.1 $ 137.5 Service cost 44.2 42.0 2.1 2.6 Interest cost 53.5 52.9 5.4 6.1 Contribution by participants 6.0 5.3 Amendments (I 0.1) Actuarial (gain) loss 135.6 65.5 2.1 0.6 Benefits paid (36.8) (70.6) (12.5) (11.9) Settlements and special tennination benefits (85.2) PBO at December 3 1 $ 1,355.9 $ 1,244.6 $ 133.2 $ 130.1 Change in plan assets Fair value of plan assets at January 1 $ 776.8 $ 723.9 $ 115.6 $ 114.3 Actual return on plan assets 114.8 51.1 1.8 2.6 Contributions by employer and participants 76.9 69.8 10.4 10.2 Benefits paid (34.5) (68.0) (12.0) (11.5) Settlements (85.6) Fair value of plan assets at December 31 $ 848.4 $ 776.8 $ 115.8 $ 115.6 Funded statns at December 31 $ (507.5) $ (467.8) $ (17.4) $ (14.5) Amonnts recognized in the consolidated balance sheets Non-current asset $ $ $ 12.8 $ 9.0 Current pension and other post-retirement liability (1.9) (2.2) (0.8) (0.8) Noncurrent pension liability and other post-retirement liability (505.6) (465.6) (29.4) (22.7) Net amount recognized before regulatory treatment (507.5) (467.8) (17.4) (14.5) Accumulated OCI or regulatory asset/liability 492.2 476.9 (21.1) (23.6) Net amount recognized at December 3 I $ (15.3) $ 9.1 $ (38.5) $ (38.1) Amounts in accumulated OCI or regulatory asset/liability not yet recognized as a component of net periodic benefit cost: Actuarial (gain) loss $ 248.9 $ 242.5 $ 2.8 $ (0.7) Prior service cost 2.5 3.2 (8.0) *(8.0) Other 240.8 231.2 (15.9) (14.9) Net amount recognized at December 31 $ 492.2 $ 476.9 $ (21.1) $ (23.6) 88 ----*-*-**------*
Pension and post-retirement benefit obligations            26.1            27.4        18.5 Allowance for equity funds used during construction          (6.0)          (6.6)        (4.8)
***----------~---**----*-------~~-*--------*--**-***-***---,-----
Fuel recovery mechanisms                                  (11.4)          (46.9)        47.5 ARO settlements                                            (28.5)          (17.4)        (4.1)
Table of Contents Components of net periodic benefit costs Setvice cost Interest cost Expected return on plan assets Prior setvice cost Recognized net actuarial (gain) loss Transition obligation Settlement and special termination benefits Net periodic benefit costs before regulatory adjustment Regulatory adjustment Net periodic benefit costs Other changes in plan assets and benefit obligations recognized in OCI or regulatory assets/liabilities Current year net (gain) loss Amortization of gain (loss) Prior service cost Amortization of prior service cost Amortization of transition obligation Other regulatory activity Total recognized in OCI or regulatory asset/liability Total recognized in net periodic benefit costs and OCI or regulatory asset/liability
Other                                                      20.6            28.1          (7.8)
$ $ 2017 Pension Benefits 2016 44.2 $ 42.0 52.9 (49.2) 53.5 (51.2) 0.7 49.7 16.3 113.2 (13 .8) 99.4 72.0 (65.6) (0.7) 9.6 15.3 114.7 $ 0.7 51.8 98.2 (4.9) 93.3 63.6 (51.8) (0.7) 4.6 15.7 109.0 $ $ 2015 (millions) 45.3 $ 50.3 (51.7) 0.8 51.4 96.1 (9.8) 86.3 8.6 (51.4) (0.8) 4.3 (39.3) 47.0 $ 2017 2.1 5.4 (2.6) (0.5) 4.4 1.9 6.3 3.0 0.5 (l.0) 2.5 8.8 Other Benefits 2016 $ 2.6 6.1 (3.1) l.2 (l.5) 5.3 6.0 11.3 1.1 1.5 (10.2) (l.2) (5.4) (14.2) $ $ (2.9) $ 2015 3.3 6.8 (2.9) 3.1 0.2 0.2 10.7 4.4 15.1 (20.6) (0.2) (7.0) (3.1) (0.2) (4.4) (35.5) (20.4) For financial reporting purposes, the estimated prior service cost and net loss for the defined benefit plans that will be amortized from accumulated other comprehensive income (OCI) or a regulatory asset into net petiodic benefit cost in 2018 are $0.7 million and $45.7 million, respectively.
Total other operating activities                $    22.6  $      (42.3)  $    12.9 Cash paid during the period:
For financial reporting purposes, net actuarial gains and losses are recognized on a rolling five-year average basis. For regulatory reporting purposes, net actuarial gains and losses are amortized over ten years. The estimated net gain for the other retirement benefit plans that will be amortized from accumulated OCI or a regulatory asset into net periodic benefit cost in 2018 is $0.2 million. The accumulated benefit obligation (ABO) for all defined benefit pension plans was $1,169.8 million and $1,090.2 million at December 31, 2017, and 2016, respectively.
Interest                                            $  258.9  $      191.2    $  182.2 Income taxes                                        $          $          0.1  $      0.1 Non-cash investing activities:
Pension and other post-retirement benefit plans with the PBO, ABO or accumulated other post-retirement benefit obligation (APBO) in excess of the fair value of plan assets at year-end are detailed in the following table. Pension plans ,,ith the PBO in excess of plan assets Projected benefit obligation Fair value of plan assets Pension plans with the ABO in excess of plan assets Accumulated benefit obligation Fairvalue ofplan assets Other post-retirement benefit plans with the APBO in excess of plan assets Accumulated other post-retirement benefit obligation Fair value of plan assets $ $ $ 89 2017 2016 (millions) 1,355.9 $ 1,244.6 848.4 776.8 1,169.8 $ 1,090.2 848.4 776.8 11 l.6 $ 61.7 81.5 38.3 Table of Contents The GMO Supplemental Executive Retirement Plan (SERP) is reflected as an unfunded ABO of $24.0 million. Great Plains Energy has approximately
Liabilities accrued for capital expenditures        $    39.8  $        32.4  $    35.7 KCP&L Other Opert1ti11g Activities Year Ended December 31                                  2017          2016          2015 Cash flows affected by changes in:                                  (millions)
$ I 4.7 million of assets in a non-qualified trust for this plan as of December 31, 2017, and expects to fund future benefit payments from these assets. The expected long-term rate ofreturn on plan assets represents Great Plains Energy's estimate of the long-term return on plan assets and is based on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios.
Receivables                                          $    13.8  $      (12.4)  $      2.6 Accounts receivable pledged as collateral                (20.0)
Assumed projected rates ofreturn for each asset class were selected after analyzing historical experience and future expectations of the returns of various asset classes. Based on the target asset allocation for each asset class, the overall expected rate of return for the portfolios was developed and adjusted for the effect of projected benefits paid from plan asseL~ and future plan contributions.
Fuel inventories                                            1.9          10.6      (24.7)
The following tables provide the weighted-average assumptions used to detennine benefit obligations and net costs. Weighted-average assumptions used to determine the benefit obligation at December31 Discount rate Rate ofcompensation increase Weighted-average assumptions used to determine net costs for years ended December31 Discount rate Expected long-term return on plan assets Rate of compensation increase *after tax Pension Benefits 2017 2016 3.72% 4.31 % 3.62% 3.62% Pension Benefits 2017 2016 4.31% 4.54% 6.73% 7.14% 3.62% 3.62% Other Benefits 2017 2016 3.64% 4.20% 3.50% 3.50% Other Benefits 2017 2016 4.20% 4.47% 2.00%
Materials and supplies                                    (7.1)          (4.3)        (4.5)
Accounts payable                                          11.7          (30.5)      (18.0)
Accrued taxes                                              9.1          67.9      (19.0)
Accrued interest                                                                        3.4 Deferred refueling outage costs                            15.5            (3.1)      (6.7)
Pension and post-retirement benefit obligations            27.3            28.6        18.4 Allowance for equity funds used during construction        (6.0)          (6.6)        (3.8)
Fuel recovery mechanisms                                      8.3          (53.7)          3.5 ARO settlements                                            (25.5)          (15.0)       (4.1)
Other                                                      (9.0)          16.4        (8.6)
Total other operating activities                $   20.0  $         (2.1) $   (61.5)
Cash paid during the period:
Interest                                            $  128.0   $      127.0    $  120.2 Income taxes                                        $    38.8  $              $
Non-cash investing activities:
Liabilities accrued for capital expenditures          $    32.9,  $        27.2  $    23.9 79
 
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: 4. RECEIVABLES Great Plains Energy's and KCP&L's receivables are detailed in the following table.
December 31 2017                2016 Great Plains Energy                                                                                                  (millions)
Customeraccounts receivable - billed                                                                  $      3.7          $    26.2 Customer accounts receivable - unbilled                                                                    103.2               79.1 Allowance for doubtful accounts - customer accounts receivable                                                (4.7)               (4.0)
Other receivables                                                                                            49.5               64.7 Total                                                                                              $    151.7          $   166.0 KCP&L Customeraccounts receivable - billed                                                                  $       1.6         $   25.5 Customer accounts receivable - unbilled                                                                      67.6                63.7 Allowance for doubtful accounts - customer accounts receivable                                                (2.2)              (1.8)
Other receivab !es                                                                                          39.3                51.7 Total                                                                                              $   106.3           $  139.1 Great Plains Energy's and KCP&L's other receivables at December 31, 2017 and 2016, consisted primarily of receivables from partners in jointly owned electric utility plants and wholesale sales receivables.
Sale of Accounts Receivable - KCP&L and GMO KCP&L and GMO sell all of their retail electric accounts receivable to their wholly owned subsidiaries, KCP&L Receivables Company and GMO Receivables Company, respectively, which in turn sell an undivided percentage ownership interest in the accounts receivable to Victory Receivables Corporation, an independent outside investor. Each ofKCP&L Receivables Company's and GMO Receivables Company's sale of the undivided percentage ownership interest in accounts receivable to Victory Receivables Corporation is accounted for as a secured borrowing with accounts receivable pledged as collateral and a corresponding short-term collateralized note payable recognized on the balance sheets. At December 31, 2017 and 2016, Great Plains Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $180.0 million and $172.4 million, respectively. At December 31, 2017 and 2016, KCP&L's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were
$130.0 million and $110.0 million, respectively. In September 2017, KCP&L and GMO amended their respective receivable sale agreements with Victory Receivables Corporation to extend the tennination date to September 2018 and to allow for $130 million in aggregate outstanding principal amount of borrowings at any time for KCP&L and $50 million in aggregate outstanding principal amount of borrowings from mid-November through mid-June and then $65 million from mid-June through mid-November for GMO.
: 5. NUCLEAR PLANT KCP&L owns 47% of Wolf Creek, its only nuclear generating unit. Wolf Creek is located in Coffey County, Kansas, just northeast of Burlington, Kansas. Wolf Creek's operating license expires in 2045. Wolf Creek is regulated by the NRC with respect to licensing, operations and safety-related requirements.
Spent Nuclear Fuel and High-Level Radioactive Waste Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. Wolf Creek historically paid the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. In May 2014, this fee was set to zero.
In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to the NRC to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE's motion to withdraw its application. In 2011, the NRC announced that it 80
 
Table of Contents was evenly divided on whether to take affirmative action to overturn or uphold the board's decision and ordered the licensing board, consistent with budgeta1y limitations, to close out its work on the DO E's application. In August 2013, a federal court of appeals ruled that the NRC must resume its review of the DO E's application to the extent of appropriated funds. With the available funds, the NRC was able to complete its technical review of the Yucca Mountain application but was not able to resume the licensing hearing.
Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Management cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.
Low-Level Radioactive Waste Wolf Creek disposes of most of its low-level radioactive waste (Class A waste) at an existing third-party repository in Utah. Management expects that the site located in Utah will remain available to Wolf Creek for disposal of its Class A waste. Wolf Creek has contracted with a waste processor that will process, take title and dispose in another state most of the remainder of Wolf Creek's low-level radioactive waste (Classes Band C waste, which is higher in radioactivity but much lower in volume). Should on-site waste storage be needed in the future, Wolf Creek has current storage capacity on site for about four years' generation of Classes B and C waste and believes it will be able to expand that storage capacity as needed ifit becomes necessary to do so.
Nuclear Plant Decommissioning Costs The MPSC and KCC require KCP&L and the other owners of Wolf Creek to submit an updated decommissioning cost study every three years and to propose funding levels. The most recent study was submitted to the MPSC and KCC in September 2017 and is the basis for the current cost of decommissioning estimates in the following table. Funding levels included in KCP&L retail rates have not changed.
The actual nuclear decommissioning costs may vary from these estimates because of changes in regulations and technologies as well as changes in costs for labor, materials and equipment.
KCC                            MPSC (millions)
Current cost of decommissioning (in 2017 dollars)
Total Station                                                                                                $               813.7        $               813.7 KCP&L's47% Share                                                                                                              382.5                          382.5 Future cost of decommissioning (in 2045-2053 dollars) (a)
Total Station                                                                                                $            1,982.4          $              2,137.8 KCP&L's 47% Share                                                                                                              931.7                        1,004.8 Annual escalation factor                                                                                                          2.91%                          3.16%
Annual return on trust assets (bl                                                                                                5.64%                          5.46%
(alTotal future cost over an eight year decommissioning period (blThe 5.64% KCC rate of return is through 2029 and then systematically decreases through 2053 to 0.32%. The 5.46% MPSC rate of return is through 2027 and then systematically decreases through 2053 to 2.22%. The KCC and MPSC rates of return systematically decrease based on the assumption that the fund's investment mix will become increasingly conservative as the decommissioning period approaches.
81
 
Table of Contents Nuclear Decommissioning Trust Fund In 2017 and 2016, KCP&L contributed approximately $3 .3 million to a tax-qualified trust fund to be used to decommission Wolf Creek. Amounts funded are charged to other operating expense and recovered in customers' rates. The fonding level assumes a projected level of return on trust assets. If the actual return on trust assets is below the projected level or actual decommissioning costs are higher than estimated, KCP&L could be responsible for the balance of fonds required; however, while there can be no assurances, management believes a rate increase would be allowed to recover decommissioning costs over the remaining life of the unit.
The following table summarizes the change in Great Plains Energy's and KCP&L's nuclear decommissioning trust fund.
2017                    2016 Decommissioning Trust                                                                                                      (millions)
Beginning balance January 1                                                                                $        222.9            $      200.7 Contributions                                                                                                          3.3                       3.3 Earned income, net of fees                                                                                              4.3                      4.l Net realized gains                                                                                                      0.7                      0.3 Net unrealized gains                                                                                                27.2                      14.5 Ending balance December 31                                                                                $        258.4              $     222.9 The nuclear decommissioning trust is reported at fair value on the balance sheets and is invested in assets as detailed in the following table.
December 31 2017                                                                2016 Cost        Unrealized      Unrealized          Fair            Cost        Unrealized        Unrealized              Fair Basis          Gains            Losses          Value            Basis          Gains              Losses              Value (millions)
Equity securities      $    96.5    $      88.3     $      (1.0)   $    183.8        $    93.3    $      62.1        $         (1.5)     $    153.9 Debt securities      69.7            2.7             (0.4)           72.0             63.4             2.3                   (0.5)           65.2 Other                  2.6                                              2.6               3.8                                                    3.8 Total        $    168.8    $      91.0     $      (1.4)   $    258.4        $    160.5   $      64.4        $         (2.0)     $    222.9 The weighted average maturity of debt securities held by the trust at December 31, 2017, was approximately 9 years. The costs of securities sold are determined on the basis of specific identification. The following table summarizes the realized gains and losses from the sale of securities in the nuclear decommissioning trust fund.
2017                2016                2015 (millions)
Realized gains                                                                                  $          2.5    $            1.6    $          5.3 Realized losses                                                                                          (1.8)                 (1.3)               (4.6)
Nuclear Insurance The owners of Wolf Creek (Owners) maintain nuclear insurance for Wolf Creek for nuclear liability, nuclear property and accidental outage. These policies contain certain industry standard exclusions, including, but not limited to, ordinary wear and tear, and war. The nuclear property insurance programs subscribed to by members of the nuclear power generating industry include industry aggregate limits for act.~ ofte1rnrism and related losses, including replacement power costs. l11ere is no industry aggregate limit for liability claims related to te1rnrism, regardless of the number of acts of terrorism affecting Wolf Creek or any other nuclear energy liability policy or the number of policies in place. An industry aggregate limit of$3.2 billion plus any reinsurance recoverable by Nuclear Electric Insurance Limited (NEIL), the Owners' insurance provider, exists for property claims related to nuclear acts of teITorism, including accidental outage power costs for nuclear acts of terrorism affecting Wolf Creek or any other nuclear energy facility property policy within twelve months from the date of the first act. An industry 82
 
Table of Contents aggregate limit of$1.8 billion exists for property claims related to non-nuclear acts of terrorism. These limits plus any recoverable reinsurance are the maximum amount to be paid to members who sustain losses or damages from these types of terrorist acts. In addition, industry-wide retrospective assessment programs (discussed below) can apply once these insurance programs have been exhausted.
In the event of a catastrophic loss at Wolf Creek, the insurance coverage may not be adequate to cover property damage and extra expenses incurred. Uninsured losses, to the extent not recovered through rates, would be assumed by KCP&L and the other owners and could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.
Nuclear Liability Insura11ce Pursuant to the Price-Anderson Act, which was reauthorized through December 31, 2025, by the Energy Policy Act of 2005, the Owners are required to insure against public liability claims resulting from nuclear incidents to the full limit of public liability, which is currently $13.5 billion. This limit of liability consists of the maximum available commercial insurance of $0.5 billion and the remaining
$13.0 billion is provided through an indust1y-wide retrospective assessment program mandated by law, known as the Secondary Financial Protection (SFP) program. Under the SFP program. the Owners can be assessed up to $127.3 million ($59.8 million, KCP&L's 47% share) per incident at any commercial reactor in the country, payable at no more than $19.0 million ($8.9 million, KCP&L's 47%
share) per incident per year. This assessment is subject to an inflation adjustment based on the Consumer Price Index and applicable premium taxes. In addition, the U.S. Congress could impose additional revenue-raising measures to pay claims.
Nuclear Property I11sura11ce The Owners carry decontamination liability, premature decommissioning liability and property damage insurance from NEIL for Wolf Creek totaling approximately $2.8 billion ($1.3 billion, KCP&L's 4 7% share). In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. KCP&L's share of any remaining proceeds can be used for further decontamination, property damage restoration and premature decommissioning .costs.
Premature decommissioning coverage applies only if an accident at Wolf Creek exceeds $500 million in property damage and decontamination expenses, and only after trust funds have been exhausted.
Accide11tal Nuclear Outage Insurance The Owners also cany additional insurance from NEIL to cover costs of replacement power and other extra expenses incurred in the event of a prolonged outage resulting from accidental property damage at Wolf Creek.
Under all NEIL policies, the Owners are subject to retrospective assessments ifNEIL losses, for each policy year, exceed the accumulated funds available to the insurer under that policy. The estimated maximum amount of retrospective assessments under the current policies could total approximately $3 7.4 million ($17 .6 million, KCP&L's 47% share) per policy year.
: 6. REGULATORY MATTERS KCP&L Missouri 2018 Rate Case Proceedings In January 2018, KCP&L filed an application with the MPSC to request an increase to its retail revenues of $8.9 million before rebasing fuel and purchased power expense, with a return on equity of9.85% and a rate-making equity ratio of 50.03%. The request reflects the impact of the Tax Cut and Jobs Act and increases in infrastructure investment costs, transmission related costs and property tax costs.
KCP&L also requested an additional $7 .5 million increase associated with rebasing fuel and purchased power expense.
GMO Missouri 2018 Rate Case Proceedings In January 2018, GMO filed an application with the MPSC to request a decrease to it'> retail revenues of $2.4 million before re basing fuel and purchased power expense, with a return on equity of9.85% and a rate-making equity ratio of 54.4%. The request reflects the impact of the Tax Cut and Jobs Act and increases in infrastructure 83
 
Table of Contents investment costs and transmission related costs. GMO also requested a $21.7 million increase associated with rebasing fuel and purchased power expense.
KCP&L Kansas 2016 Abbreviated Rate Case Proceedings In November 2016, KCP&L filed an abbreviated application with KCC to request a decrease to its retail revenues of $2.8 million, reflecting the tme-up to actuals of construction and environmental upgrade costs at the La Cygne Station and Wolf Creek capit'll addition costs and the removal of certain regulatory asset and liability amortizations. The previously approved return on equity and rate-making ratio for KCP&L was not addressed in th is case. In April 2017, KCP&L, KCC staff and the Citizens' Utility Ratepayer Board filed a joint motion to approve a unanimous settlement agreement with KCC that requested a decrease in retail revenues of $3.6 million.
In June 2017, KCC issued an order approving the unanimous settlement agreement. The rates established by the order took effect on June 28, 2017.
KCP&L Missouri 2016 Rate Case Proceedings In July 2016, KCP&L filed an application with the MPSC to request an increase to its ret'lil revenues of $62.9 million before rebasing fuel and purchased power expense, with a return on equity of9.9% and a rate-making equity ratio of 49.88%. The request reflects increases in infrastructure investment costs, costs for regional transmission lines, property tax costs and costs to comply with environmental and cybersecurity mandates. KCP&L also requested an additional $27.2 million increase associated with rebasing fuel and purchased power expense.
In May 2017, the MPSC issued an order for KCP&L authorizing an increase in ret'lil revenues of$5.4 million before rebasing fuel and purchased power expense, a return on equity of 9 .5% and a rate-making equity ratio of approximately 49 .2%. The order also authorized a $27. I million revenue increase associated with re basing fuel and purchased power expense: The rates established by the order took effect on June 8, 2017.
Regulatory Assets and Liabilities Great Plains Energy and KCP&L have recorded assets and liabilities on their consolidated balance sheets resulting from the effects of the ratemaking process, which would not otherwise be recorded if the Companies were not regulated. Regulatory assets represent incurred costs that are probable of recovery from future revenues. Regulatory liabilities represent future reductions in revenues or refunds to customers.
Management regularly assesses whether regulat01y assets and liabilities are probable of future recovery or refund by considering factors such as decisions by the MPSC, KCC or FERC in KCP&L's and GMO's rate case filings; decisions in other regulato1y proceedings, including decisions related to other companies that establish precedent on matters applicable to the Companies; and changes in laws and regulations. If recovery or refund ofregulatory assets or liabilities is not approved by regulators or is no longer deemed probable, these regulatory assets or liabilities are recognized in the current period results of operations. The Companies' continued ability to meet the criteria for recording regulatory assets and liabilities may be affected in the future by restrncturing and deregulation in the electric industry or changes in accounting rules. In the event that the criteria no longer applied to any or all of the Companies' operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism were provided.
Additionally, these factors could result in an impairment on utility plant assets.
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Table of Contents Great Plains Energy's and KCP&L's regulatory assets and liabilities are detailed in the following table.
December 31 2017                                                          2016 Great Plains                                                  Great Plains KCP&L                  GMO                Energy            KCP&L                  GMO                Energy Regulatory Assets                                                                                                    (millions)
Taxes recoverable through future rates                    $                    $                    $                $        123.9        $        24.8        $      148.7 Loss on reacquired debt                                              8.7  (a)              1.2  (a)            9.9              10.0                  1.7                11.7 Cost ofremoval                                                      30.3                                        30.3              28.6                                      28.6 Asset retirement obligations                                        94.3                  24.2                118.5              69.6                  24.9                94.5 Pension and post-retirement costs                                379.7  (b)          108.2    (b)          487.9              367.9                104.7                472.6 Deferred customer programs                                        40.9  (c)            19.4  (d)          60.3              45.9                  27.4                73.3 Fuel recovery mechanism                                            61.7  (el            12.0  (e)          73.7              69.9                                      69.9 Iatan No. l and common facilities depreciation and carrying costs                                  12.9  (I)              4.7  (g)          17.6              13.6                  5.0                18.6 Iatan No. 2 construction accounting costs                          25.0  (h)            13.7  (h)          38.7              26.9                  16.1                43.0 Kansas property tax surcharge                                      6.6  (e)                                  6.6                3.6                                      3.6 Solar rebates                                                      22.6  (i)            37.0    (e)          59.6              29.2                  41.6                70.8 Transmission delivery charge                                        3.2  (e)                                  3.2                3.1                                      3.1 2.7  (j)                                  2.7                2.8                                      2.8 La Cygne deferred depreciation 3.3  (e)              1.6                  4.9                6.8                                      6.8 Other Total                                                  $      691.9        $      222.0        $      913.9    $        801.8        $      246.2        $    1,048.0 Regulatory Liabilities Taxes refundable through future rates                    $      574.0        $      220.6        $      794.6    $                      $                    $
Emission allowances                                                58.1                                        58.l              62.l                                      62.1 Asset retirement obligations                                      126.0                                      126.0              99.7                                      99.7 Cost ofremoval                                                                          57.4                  57.4                                    65.1                65.l Fuel recovery mechanism                                                                    3.9                  3.9                                    11.6                11.6 Pension and post-retirement costs                                  12.0                    8.2                20.2              15 .3                  7.4                22.7 Other                                                              9.1                  37.0                  46.1              10.3                  38.4                48.7 Total                                                  $      779.2        $      327.1        $    1,106.3    $        187.4        $      122.5        $      309.9
<*l Amortized over the life of the related new debt issuances or the remaining lives of the old debt issuances ifno new debt was issued.
(b) Represents unrecognized gains and losses, prior service and transition costs that will be recognized in future net periodic pension and post-retirement costs, pension settlements an10rtized over various periods and financial and regulatory accounting method differences that will be eliminated over the life of the pension plans. Of these amounts, $366.3 million and $61.4 million for KCP&L and GMO, respectively, are not included in rate base and are amortized over various periods.
(cl $16. l million not included in rate base and amortized over various periods.
Cd) $10.9 million not included in rate base and amortized over various periods.
(*)Not included in rate base and amortized over various periods.
(fl Included in rate base and amortized over various periods.
(g) Included in rate base and amortized through 2038.
(hl Included in rate base and amortized through 2059.
(il Not included in rate base and amortized through 2020.
OJ Included in rate base and amortized through 2040.
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: 7. GOODWILL AND INTANGIBLE ASSETS Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impaim1ent exists. The annual impairment test for the $169.0 million of GMO acquisition goodwill was conducted on September!,
2017. The goodwill impairment test consists of comparing the fair value of a reporting unit to its caITying amount, including goodwill, to identify potential impairment. In the event that the caffYing amount exceeds the fair value of the reporting unit, an impairment loss is recognized for the difference between the caffYing amount of the reporting unit and its fair value. Great Plains Energy's regulated electric utility operations are considered one reporting unit for assessment of impairment, as they are included within the same operating segment and have similar economic characteristics. The determination of fair value of the reporting unit consisted of two valuation techniques: an income approach consisting of a discounted cash flow analysis and a market approach consisting of a determination of reporting unit invested capital using market multiples derived from the historical revenue; earnings before interest, income taxes, depreciation and amortization; net utility asset values and market prices of stock of peer companies. The results of the two techniques were evaluated and weighted to determine a point within the range that management considered representative of fair value for the reporting unit. Fair value of the reporting unit exceeded the carrying amount, including goodwill; therefore, there was no impairment of goodwill.
Great Plains Energy's and KCP&L's intangible assets are included in electric utility plant on the consolidated balance sheets and are detailed in the following table.
December 31 2017                                                2016 Gross Carrying            Accumulated              Gross Carrying              Accumulated Amount                Amortization                  Amount                Amortization Great Plains Energy                                                                        (millions)
Computer software                                  $    386.8            $  (251.2)                $      355.2              $    (219.1)
Asset improvements                                        30.3                    (8.0)                        28.8                      (6.7)
KCP&L Computer software                                  $    368.7            $  (234.3)                $      338.3              $      (203.1)
Asset improvements                                        15.1                    (2.7)                          13.6                    (1.8)
Great Plains Energy's and KCP&L's amortization expense related to intangible assets is detailed in the following table.
2017              2016 (millions)
Great Plains Energy                                                                                                    $    33.7      $      29.1 KCP&L                                                                                                                        32.1              25.7 The following table provides the estimated amortization expense related to Great Plains Energy's and KCP&L's intangible assets for 2018 through 2022 for the intangible assets included in the consolidated balance sheets at December 31, 2017.
2018          2019                2020            2021              2022 (millions)
Great Plains Energy                                                $      30.5    $      25.7      $        24.5    $    20.0      $        14.9 KCP&L                                                                    29.7            25.0                23.8          19.5              14.5 86
 
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: 8. ASSET RETIREMENT OBLIGATIONS AROs associated with tangible long-lived assets are legal obligations that exist under enacted laws, statutes and written or oral contracts, including obligations arising under the doctrine of promissory estoppel. These liabilities are recognized at estimated fair value as incurred with a corresponding amount capitalized as part of the cost of the related long-lived assets and depreciated over their useful lives. Accretion of the liabilities due to the passage of time is recorded to a regulatory asset and/or liability. Changes in the estimated fair values of the liabilities are rec_ognized when known. Great Plains Energy and KCP&L record the current portion of AROs within other cmTent liabilities on their consolidated balance sheets.
KCP&L has AROs related to decommissioning Wolf Creek, site remediation of its Spearville Wind Energy Facilities, asbestos abatement, removal of storage tanks and closure and post-closure of ponds and landfills containing coal combustion residuals (CCRs).
GMO has AROs related to asbestos abatement, removal of storage tanks and closure and post-closure of ponds and landfills containing CCRs.
Additionally, certain wiring used in Great Plains Energy's and KCP&L's generating stations include asbestos insulation, which would require special handling if disturbed. Due to the inability to reasonably estimate the quantities or the amount of disturbance that will be necessary during dismantlement at the end of the life of a plant, the fair value of this ARO cannot be reasonably estimated at this time.
Management will continue to monitor the obligation and will recognize a liability in the period in which sufficient information becomes available to reasonably estimate its fair value.
On April 17, 2015, the Environmental Protection Agency (EPA) published new regulations to regulate the disposal of CCRs at electric generation facilities. The CCR rule represents legal obligations of Great Plains Energy and KCP&L as to the closure and post-closure of its ponds and landfills containing CCRs. In 2016, Great Plains Energy and KCP&L revised their AROs by $42. l million and $40. l million, respectively, due to an increase in cost estimates for the closure of ponds and landfills containing CCRs at KCP&L's electric generating facilities.
The following table summarizes the change in Great Plains Energy's and KCP&L's AROs.
Great Plains Energy                          KCP&L 2017              2016                2017            2016 (millions)
Beginning balance                                                      $    316.0        $    275.9          $  278.0      $    239.3 Additions                                                                                          1.6                                  1.3 Revision in timing and/or estimates                                            (I .3)            42.1                0.3            40.l Settlements                                                                    (28.5)            (17.4)              (25.5)          (15.0)
Accretion                                                                      14.9              13.8                13.5            12.3 Total                                                                  $    301.1        $    316.0          $  266.3      $    278.0 Less: current portion                                                          (38.6)                              (34.9)
Total noncurrent asset retirement obligation                            $    262.5        $    316.0          $  231.4      $    278.0 ARO settlement activity in 2017 and 2016 primarily consists of the remediation of AR Os for the closure of ponds and landfills containing CCRs at KCP&L and GMO.
: 9. PENSION PLANS AND OTHER EMPLOYEE BENEFITS Great Plains Energy maintains defined benefit pension plans for the majority of KCP&L's and GM O's active and inactive employees, including officers, and its 47% ownership share of Wolf Creek Nuclear Operating Corporation (WCNOC) defined benefit plans. For the majority of employees, pension benefits under these plans reflect the employees' compensation, years of service and age at retirement.
Effective in 2014, Great Plains Energy's non-union plan was closed to future employees. Great Plains Energy also provides certain post-retirement health care and life insurance benefits for substantially all retired employees ofKCP&L, GMO and it<; 47% ownership share ofWCNOC.
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Table of Contents KCP&L and GMO record pension and post-retirement expense in accordance with rate orders from the MPSC and KCC that allow the difference between pension and post-retirement costs under GAAP and costs for ratemaking to be recognized as a regulatory asset or liability. This difference between financial and regulatory accounting methods is due to timing and will be eliminated over the life of the plans.
In 2017, Great Plains Energy incuned pension settlement charges of $15.9 million as a result of accelerated pension distributions.
The following pension benefits tables provide information relating to the funded status of all defined benefit pension plans on an aggregate basis as well as the components of net periodic benefit costs. For financial reporting purposes, the market value of plan assets is the fair value. For regulatory reporting purposes, a five-year smoothing of assets is used to determine fair value. Net periodic benefit costs reflect total plan benefit costs prior to the effects of capitalization and sharing with joint owners of power plants.
Pension Benefits                  Other Benefits 2017            2016              2017        2016 Change in projected benefit obligation (PBO)                                                                            (millions)
PBO at January I                                                                          $  1,244.6    $    1,154.8        $  130.1 $      137.5 Service cost                                                                                      44.2            42.0              2.1            2.6 Interest cost                                                                                      53.5            52.9              5.4            6.1 Contribution by participants                                                                                                          6.0            5.3 Amendments                                                                                                                                      (I 0.1)
Actuarial (gain) loss                                                                            135.6            65.5              2.1            0.6 Benefits paid                                                                                    (36.8)          (70.6)          (12.5)        (11.9)
Settlements and special tennination benefits                                                    (85.2)
PBO at December 3 1                                                                    $  1,355.9    $    1,244.6        $  133.2 $      130.1 Change in plan assets Fair value of plan assets at January 1                                                    $    776.8    $      723.9        $  115.6 $      114.3 Actual return on plan assets                                                                    114.8            51.1              1.8            2.6 Contributions by employer and participants                                                        76.9            69.8              10.4          10.2 Benefits paid                                                                                    (34.5)          (68.0)            (12.0)      (11.5)
Settlements                                                                                      (85.6)
Fair value of plan assets at December 31                                                $    848.4    $      776.8        $  115.8 $      115.6 Funded statns at December 31                                                                $    (507.5)    $    (467.8)      $    (17.4) $    (14.5)
Amonnts recognized in the consolidated balance sheets Non-current asset                                                                          $              $                  $    12.8 $          9.0 Current pension and other post-retirement liability                                                (1.9)          (2.2)            (0.8)          (0.8)
Noncurrent pension liability and other post-retirement liability                                (505.6)          (465.6)            (29.4)      (22.7)
Net amount recognized before regulatory treatment                                            (507.5)          (467.8)            (17.4)      (14.5)
Accumulated OCI or regulatory asset/liability                                                    492.2            476.9            (21.1)      (23.6)
Net amount recognized at December 3 I                                                  $      (15.3)  $        9.1      $    (38.5) $    (38.1)
Amounts in accumulated OCI or regulatory asset/liability not yet recognized as a component of net periodic benefit cost:
Actuarial (gain) loss                                                                      $    248.9    $      242.5        $      2.8 $        (0.7)
Prior service cost                                                                                  2.5            3.2            (8.0)        *(8.0)
Other                                                                                            240.8            231.2            (15.9)      (14.9)
Net amount recognized at December 31                                                    $    492.2    $      476.9        $    (21.1) $      (23.6) 88
              ----*-*-**------*                                ***----------~---**----*-------~~-*--------*--**-***-***---,-----
 
Table of Contents Pension Benefits                              Other Benefits 2017              2016        2015              2017        2016              2015 Components of net periodic benefit costs                                                        (millions)
Setvice cost                                          $        44.2    $      42.0  $    45.3      $      2.1  $        2.6      $        3.3 Interest cost                                                  53.5            52.9        50.3              5.4            6.1                6.8 Expected return on plan assets                              (51.2)            (49.2)      (51.7)            (2.6)          (3.1)              (2.9)
Prior setvice cost                                              0.7              0.7          0.8                            l.2                3.1 Recognized net actuarial (gain) loss                          49.7              51.8        51.4              (0.5)          (l.5)                0.2 Transition obligation                                                                                                                            0.2 Settlement and special termination benefits                    16.3 Net periodic benefit costs before regulatory adjustment                                              113.2              98.2        96.1              4.4            5.3              10.7 Regulatory adjustment                                        (13 .8)            (4.9)        (9.8)              1.9          6.0                4.4 Net periodic benefit costs                                  99.4            93.3        86.3                6.3        11.3                15.1 Other changes in plan assets and benefit obligations recognized in OCI or regulatory assets/liabilities Current year net (gain) loss                                  72.0              63.6          8.6              3.0            1.1              (20.6)
Amortization of gain (loss)                                  (65.6)            (51.8)      (51.4)              0.5            1.5                (0.2)
Prior service cost                                                                                                        (10.2)                (7.0)
Amortization of prior service cost                            (0.7)            (0.7)        (0.8)                          (l.2)              (3.1)
Amortization of transition obligation                                                                                                            (0.2)
Other regulatory activity                                      9.6              4.6          4.3            (l.0)          (5.4)              (4.4)
Total recognized in OCI or regulatory asset/liability                                          15.3            15.7      (39.3)              2.5        (14.2)              (35.5)
Total recognized in net periodic benefit costs and OCI or regulatory asset/liability                $      114.7      $      109.0  $    47.0      $      8.8  $      (2.9)      $      (20.4)
For financial reporting purposes, the estimated prior service cost and net loss for the defined benefit plans that will be amortized from accumulated other comprehensive income (OCI) or a regulatory asset into net petiodic benefit cost in 2018 are $0.7 million and $45.7 million, respectively. For financial reporting purposes, net actuarial gains and losses are recognized on a rolling five-year average basis.
For regulatory reporting purposes, net actuarial gains and losses are amortized over ten years. The estimated net gain for the other post-retirement benefit plans that will be amortized from accumulated OCI or a regulatory asset into net periodic benefit cost in 2018 is $0.2 million.
The accumulated benefit obligation (ABO) for all defined benefit pension plans was $1,169.8 million and $1,090.2 million at December 31, 2017, and 2016, respectively. Pension and other post-retirement benefit plans with the PBO, ABO or accumulated other post-retirement benefit obligation (APBO) in excess of the fair value of plan assets at year-end are detailed in the following table.
2017                2016 Pension plans ,,ith the PBO in excess of plan assets                                                                            (millions)
Projected benefit obligation                                                                                        $  1,355.9        $    1,244.6 Fair value of plan assets                                                                                                848.4              776.8 Pension plans with the ABO in excess of plan assets Accumulated benefit obligation                                                                                      $  1,169.8        $    1,090.2 Fairvalue ofplan assets                                                                                                  848.4              776.8 Other post-retirement benefit plans with the APBO in excess of plan assets Accumulated other post-retirement benefit obligation                                                                $    11 l.6      $        61.7 Fair value of plan assets                                                                                                  81.5                38.3 89
 
Table of Contents The GMO Supplemental Executive Retirement Plan (SERP) is reflected as an unfunded ABO of $24.0 million. Great Plains Energy has approximately $ I 4.7 million of assets in a non-qualified trust for this plan as of December 31, 2017, and expects to fund future benefit payments from these assets.
The expected long-term rate ofreturn on plan assets represents Great Plains Energy's estimate of the long-term return on plan assets and is based on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios. Assumed projected rates ofreturn for each asset class were selected after analyzing historical experience and future expectations of the returns of various asset classes. Based on the target asset allocation for each asset class, the overall expected rate of return for the portfolios was developed and adjusted for the effect of projected benefits paid from plan asseL~ and future plan contributions. The following tables provide the weighted-average assumptions used to detennine benefit obligations and net costs.
Weighted-average assumptions used to determine the benefit obligation at            Pension Benefits                    Other Benefits December31                                                                    2017              2016            2017                2016 Discount rate                                                                    3.72%            4.31 %          3.64%              4.20%
Rate ofcompensation increase                                                      3.62%            3.62%          3.50%                3.50%
Weighted-average assumptions used to determine net costs for years ended            Pension Benefits                    Other Benefits December31                                                                      2017            2016            2017                2016 Discount rate                                                                    4.31%            4.54%          4.20%                4.47%
Expected long-term return on plan assets                                         6.73%             7.14%           2.00%
* 2.54%
* 2.54%
* 3.50% 3.50% Great Plains Energy expects to contribute  
* Rate of compensation increase                                                    3.62%            3.62%            3.50%               3.50%
$84.0 million to the pension plans in 2018 to meet Employee Retirement Income Security Act of 1974, as amended (ERISA) funding requirements and regulatory orders, the majo1ity of which is expected to be paid by KCP&L. Great Plains Energy's funding policy is to contribute amounts sufficient to meet the ERISA funding requirements and MPSC and KCC rate orders plus additional amounts as considered appropriate; therefore, actual contributions may differ from expected contributions.
*after tax Great Plains Energy expects to contribute $84.0 million to the pension plans in 2018 to meet Employee Retirement Income Security Act of 1974, as amended (ERISA) funding requirements and regulatory orders, the majo1ity of which is expected to be paid by KCP&L.
Great Plains Energy also expects to contribute  
Great Plains Energy's funding policy is to contribute amounts sufficient to meet the ERISA funding requirements and MPSC and KCC rate orders plus additional amounts as considered appropriate; therefore, actual contributions may differ from expected contributions.
$4.6 million to other post-retirement benefit plans in 2018, the majority of which is expected to be paid by KCP&L. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid through 2027. Pension Other Benefits Benefits (miJJions) 2018 $ 79.3 $ 92 2019 82.2 9.2 2020 84.7 9.6 2021 86.0 10.1
Great Plains Energy also expects to contribute $4.6 million to other post-retirement benefit plans in 2018, the majority of which is expected to be paid by KCP&L.
* 2022 86.5 10.4 2023-2027 459.9 55.6 90 Table of Contents Pension plan assets are managed in accordance with prudent investor guidelines contained in the ERISA requirements.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid through 2027.
The investment strategy supp01is the objective of the fund, which is to earn the highest possible return on plan assets within a reasonable and prudent level of risk. The portfolios are invested, and periodically rebalanced, to achieve targeted allocations of approximately 33% U.S. large cap and small cap equity securities, 21 % international equity securities, 3 6% fixed income securities, 7% real estate, l % commodities and 2% hedge funds. Fixed income securities include domestic and foreign corporate bonds, collateralized mortgage obligations and asset-backed securities, U.S. government agency, state and local obligations, U.S. Treasury notes and money market funds. The fair values of Great Plains Energy's pension plan assets at December 31, 2017 and 2016, by asset category are in the following tables. Description Pension Plans Equity securities U.S. tal International (bl Real estate (cl Commodities (dJ Fixed income securities Fixed income funds (c) U.S. Treasury U.S. Agency, state and local obligations U.S. corporate bonds (f) Foreign corporate bonds Hedge funds lg) Cash equivalents Other Total December 31 2017 $ 279.8 176.0 46.4 17.0 71.8 51.5 18.3 1192 12.5 15.7 35.6 4.6 $ 848.4 Quoted Prices in Active Markets for Identical Assets (Level 1) $ 236.4 123.5 13.6 21.4 51.5 35.6 $ 482.0 91 Fair Value Measurements Using Significant Other Observable Inputs (Level 2) (millions)
Pension             Other Benefits           Benefits (miJJions) 2018                                                                                                             $       79.3       $         92 2019                                                                                                                     82.2                 9.2 2020                                                                                                                     84.7                 9.6 2021                                                                                                                     86.0               10.1
$ 18.3 119.2 12.5 4.6 $ 154.6 Significant Unobservable Inputs Assets measured $ $ (Level 3) atNAV $ $ 43.4 52.5 32.8 17.0 50.4 15.7 211.8 Table of Contents Fair Value Measurements Using Quoted Prices in Active Markets for Identical Significant Other Significant December 31 Assets Observable Inputs Unobservable Inputs Assets measured Description 2016 (Levell) (Level 2) (Level 3) atNAV Pension Plans (millions)
* 2022                                                                                                                     86.5               10.4 2023-2027                                                                                                               459.9               55.6 90
Equity securities U.S. <*l $ 247.6 $ 213.0 $ $ $ 34.6 International (b) 163.7 120.4 43.3 Real estate (c) 42.7 12.4 30.3 Commodities (dl 14.1 14.l Fixed income securities Fixed income funds (c) 65.1 20.9 44.2 U.S. Treasury 52.2 52.2 U.S. Agency, state and local obligations 17.9 17.9 U.S. corporate bonds (t) 1202 120.2 Foreign corporate bonds 9.3 9.3 Hedge funds (g) 15.6 15.6 Cash equivalents 31.7 31.7 Other (3.3) (3 .3) Total $ 776.8 $ 450.6 $ 144.1 $ $ 182.1 <*) At December 31, 2017 and 2016, this category is comprised of$75.5 million and $128.8 million, respectively, of traded mutual funds valued at daily listed prices and $160.9 million and $84.2 million, respectively, of traded common stocks and exchange traded funds. At December 31, 2017 and 2016, this category also includes $43.4 million and $34.6 million, respectively, of institutional common/collective trust funds valued at net asset value (NA V) per share (or its equivalent) and is not categorized in the fair value hierarchy. (bl At December 31, 2017 and 2016, this category is comprised of $95.6 million and $92.8 million, respectively, of traded mutual funds valu~'<l at daily listed prices and $27.9 million and $27.6 million, respectively, of traded American depository receipts, global depository receipts and ordinary shares. At December 31, 2017 and 2016, this category also includes $52.5 million and $43.3 million, respectively, of institutional common/collective trust funds valued atNAV per share (or its equivalent) and is not categorized in the fair value hierarchy. (cl At December 31, 2017 and 2016, this category is comprised of $13.6 million and $12.4 million, respectively, of traded real estate investment trusts. At December 31, 2017 and 2016, this category also includes $32.8 million and $30.3 million, respectively, of institutional common/collective trust funds and a limited partnership valued at NA V per share ( or il~ equivalent) and is not categorized in the fair value hierarchy. (dl Consists of institutional common/collective trust funds valued at NA V per share ( or its equivalent) and is not categorized in the fair value hierarchy.  
 
<*J At December 31, 2017 and 2016, this category is comprised of $21.4 million and $20.9 million, respectively, of traded mutual funds valued at daily listed prices. At December 31, 2017 and 20 I 6, this category also includes $50.4 million and $44.2 million, respectively, of institutional common/collective trust funds valued at NA V per share ( or its equivalent) and is not categorized in the fair value hierarchy.  
Table of Contents Pension plan assets are managed in accordance with prudent investor guidelines contained in the ERISA requirements. The investment strategy supp01is the objective of the fund, which is to earn the highest possible return on plan assets within a reasonable and prudent level of risk. The portfolios are invested, and periodically rebalanced, to achieve targeted allocations of approximately 33% U.S. large cap and small cap equity securities, 21 % international equity securities, 3 6% fixed income securities, 7% real estate, l % commodities and 2% hedge funds. Fixed income securities include domestic and foreign corporate bonds, collateralized mortgage obligations and asset-backed securities, U.S. government agency, state and local obligations, U.S. Treasury notes and money market funds.
<n At December 31, 2017 and 2016, this category is comprised of$113.3 million and $115.7 million, respectively, of corporate bonds. At December 31, 2017 and 2016, there were also $3.2 million and $2.3 million, respectively, of collateraliz~'<l mortgage obligations and $2.7 million and $2.2 million, respectively, of other asset-backed securiti~'S.  
The fair values of Great Plains Energy's pension plan assets at December 31, 2017 and 2016, by asset category are in the following tables.
Fair Value Measurements Using Quoted Prices in Active Markets for Identical    Significant Other      Significant December 31          Assets      Observable Inputs  Unobservable Inputs Assets measured Description                                           2017            (Level 1)          (Level 2)            (Level 3)        atNAV (millions)
Pension Plans Equity securities U.S. tal                                     $    279.8      $      236.4        $                  $                $      43.4 International (bl                                 176.0              123.5                                                    52.5 Real estate (cl                                     46.4              13.6                                                    32.8 Commodities (dJ                                     17.0                                                                        17.0 Fixed income securities Fixed income funds (c)                           71.8              21.4                                                    50.4 U.S. Treasury                                     51.5              51.5 U.S. Agency, state and local obligations         18.3                                    18.3 U.S. corporate bonds (f)                         1192                                  119.2 Foreign corporate bonds                           12.5                                    12.5 Hedge funds lg)                                   15.7                                                                        15.7 Cash equivalents                                    35.6               35.6 Other                                                  4.6                                    4.6 Total                                      $    848.4       $     482.0         $     154.6       $                 $     211.8 91
 
Table of Contents Fair Value Measurements Using Quoted Prices in Active Markets for Identical         Significant Other               Significant December 31                 Assets           Observable Inputs         Unobservable Inputs         Assets measured Description                                                               2016               (Levell)                 (Level 2)                   (Level 3)                   atNAV Pension Plans                                                                                                           (millions)
Equity securities U.S. <*l                                                       $     247.6           $     213.0             $                         $                       $         34.6 International   (b)                                                 163.7                 120.4                                                                           43.3 Real estate   (c)                                                       42.7                   12.4                                                                         30.3 Commodities (dl                                                         14.1                                                                                                 14.l Fixed income securities Fixed income funds       (c)                                         65.1                 20.9                                                                           44.2 U.S. Treasury                                                       52.2                 52.2 U.S. Agency, state and local obligations                             17.9                                           17.9 U.S. corporate bonds (t)                                           1202                                             120.2 Foreign corporate bonds                                               9.3                                             9.3 Hedge funds     (g)                                                 15.6                                                                                                 15.6 Cash equivalents                                                         31.7                 31.7 Other                                                                   (3.3)                                           (3 .3)
Total                                                     $     776.8           $     450.6             $       144.1             $                       $         182.1
<*) At December 31, 2017 and 2016, this category is comprised of$75.5 million and $128.8 million, respectively, of traded mutual funds valued at daily listed prices and $160.9 million and $84.2 million, respectively, of traded common stocks and exchange traded funds. At December 31, 2017 and 2016, this category also includes $43.4 million and
    $34.6 million, respectively, of institutional common/collective trust funds valued at net asset value (NA V) per share (or its equivalent) and is not categorized in the fair value hierarchy.
(bl At December 31, 2017 and 2016, this category is comprised of $95.6 million and $92.8 million, respectively, of traded mutual funds valu~'<l at daily listed prices and $27.9 million and $27.6 million, respectively, of traded American depository receipts, global depository receipts and ordinary shares. At December 31, 2017 and 2016, this category also includes $52.5 million and $43.3 million, respectively, of institutional common/collective trust funds valued atNAV per share (or its equivalent) and is not categorized in the fair value hierarchy.
(cl At December 31, 2017 and 2016, this category is comprised of $13.6 million and $12.4 million, respectively, of traded real estate investment trusts. At December 31, 2017 and 2016, this category also includes $32.8 million and $30.3 million, respectively, of institutional common/collective trust funds and a limited partnership valued at NAV per share (or il~ equivalent) and is not categorized in the fair value hierarchy.
(dl Consists of institutional common/collective trust funds valued at NA V per share (or its equivalent) and is not categorized in the fair value hierarchy.
<*J At December 31, 2017 and 2016, this category is comprised of $21.4 million and $20.9 million, respectively, of traded mutual funds valued at daily listed prices. At December 31, 2017 and 20 I 6, this category also includes $50.4 million and $44.2 million, respectively, of institutional common/collective trust funds valued at NA V per share (or its equivalent) and is not categorized in the fair value hierarchy.
<n At December 31, 2017 and 2016, this category is comprised of$113.3 million and $115.7 million, respectively, of corporate bonds. At December 31, 2017 and 2016, there were also $3.2 million and $2.3 million, respectively, of collateraliz~'<l mortgage obligations and $2.7 million and $2.2 million, respectively, of other asset-backed securiti~'S.
<*l Consists of closely-held limited partnerships valued at NAV per share (or its equivalent) and is not categorized in the fair value hierarchy.
<*l Consists of closely-held limited partnerships valued at NAV per share (or its equivalent) and is not categorized in the fair value hierarchy.
Other post-retirement plan assets are also managed in accordance with prudent investor guidelines contained in the ERISA requirements.
Other post-retirement plan assets are also managed in accordance with prudent investor guidelines contained in the ERISA requirements. The investment strategy supports the objective of the funds, which is to preserve capital, maintain sufficient liquidity and earn a consistent rate of return. Other post-retirement plan assets are invested primarily in fixed income securities, which may include domestic and foreign corporate bonds, collateralized mo1tgage obligations and asset-backed securities, U.S. government agency, state and local obligations, U.S. Treasury notes and money market funds, as well as domestic and international equity funds.
The investment strategy supports the objective of the funds, which is to preserve capital, maintain sufficient liquidity and earn a consistent rate of return. Other post-retirement plan assets are invested primarily in fixed income securities, which may include domestic and foreign corporate bonds, collateralized mo1tgage obligations and asset-backed securities, U.S. government agency, state and local obligations, U.S. Treasury notes and money market funds, as well as domestic and international equity funds. 92 ----*------*-------------------------------------------
92
_J Table of Contents The fair values of Great Plains Energy's other post-retirement plan assets at December 31, 2017 and 2016, by asset category are in the following tables. Fair Value Measurements Using Quoted Prices in Active Markets Significant for Identical Significant Other Unobservable December 31 Assets Observable Inputs Inputs Assets measured Description 2017 (Level 1) (Level 2) (Level 3) atNAV Other Post-Retirement Benefit Plans (millions)
_J
Equity securities
 
$ 3.7 $ 3.7 $ $ $ Fixed income securities Fixed income fund(*) 56.4 56.4 U.S. Treasury 3.0 3.0 U.S. Agency, state and local obligations 5.5 5.5 U.S. corporate bonds(b) 18.7 18.7 Foreign corporate bonds 1.6 1.6 Cash equivalents 25.3 25.3 Mutual funds 0.2 0.2 Other 1.4 1.4 Total $ 115.8 $ 32.2 $ 27.2 $ $ 56.4 Fair Value Measurements Using Quoted Prices in Active Markets for Significant Other Significant December 31 Identical Assets Observable Inputs Unobservable Inputs Assets measured Description 2016 (Level 1) {Level 2) {Level 3) atNAV Other Post-Retirement Benefit Plans (millions)
Table of Contents The fair values of Great Plains Energy's other post-retirement plan assets at December 31, 2017 and 2016, by asset category are in the following tables.
Equity securities
Fair Value Measurements Using Quoted Prices in Active Markets                                  Significant for Identical        Significant Other      Unobservable December 31              Assets          Observable Inputs            Inputs              Assets measured Description                                                                2017              (Level 1)                (Level 2)            (Level 3)                atNAV Other Post-Retirement Benefit Plans                                                                                      (millions)
$ 4.1 $ 4.1 $ $ $ Fixed income securities Fixed income fundl*l 62.7 62.7 U.S. Treasury 3.9 3.9 U.S. Agency, state and local obligations 4.3 4.3 U.S. corporate bonds(bl 17.8 17.8 Foreign corporate bonds 1.6 1.6 Cash equivalents 19.5 19.5 Other 1.7 0.2 1.5 Total $ 115.6 $ 27.7 $ 25.2 $ $ 62.7 (al At December 31, 2017 and 2016, this category includes $56.4 million and $62.7 million, respectively, of an institutional common/collective trust fund valued at NA V per share (or its equivalent) and is not categorized in the fair value hierarchy. (b) At December 31, 2017 and 2016, this category is comprised of$15.l million and $14.0 million, respectively, of corporate bonds, $0.5 million and $0.5 million, respectively, of collateralized mortgage obligations and $3. l million and $3.3 million, respectively, of other asset-backed securities.
Equity securities                                                $        3.7      $          3.7          $                    $                        $
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The cost trend assumed for 2017 and 2018 was 6.5% and 6.8%, respectively, with the rate declining through 2027 to the ultimate cost trend rate of 4.5%. 93 Table of Contents The effects of a one-percentage point change in the assumed health care cost trend rates, holding all other assumptions constant, at December 31, 20 l 7, are detailed in the following table. Effect on total service and interest component Effect on post-retirement benefit obligation Employee Savings Plans $ Increase (millions) 0.2 $ 0.4 Decrease (0.2) (0.3) Great Plains Energy has defined contribution savings plans (401 (k)) that cover substantially all employees.
Fixed income securities Fixed income fund(*)                                                56.4                                                                                      56.4 U.S. Treasury                                                        3.0                  3.0 U.S. Agency, state and local obligations                              5.5                                            5.5 U.S. corporate bonds(b)                                             18.7                                             18.7 Foreign corporate bonds                                              1.6                                            1.6 Cash equivalents                                                        25.3                  25.3 Mutual funds                                                              0.2                  0.2 Other                                                                      1.4                                            1.4 Total                                                          $      115.8        $        32.2          $          27.2    $                      $        56.4 Fair Value Measurements Using Quoted Prices in Active Markets for        Significant Other         Significant December 31        Identical Assets        Observable Inputs  Unobservable Inputs          Assets measured Description                                                              2016                (Level 1)                {Level 2)            {Level 3)                atNAV Other Post-Retirement Benefit Plans                                                                                    (millions)
Great Plains Energy matches employee contributions, subject to limits. The annual cost of the plans was approximately  
Equity securities                                              $        4.1        $         4.1          $                   $                       $
$10.9 million in 20 l 7. $11.5 million in 20 l 6 and $10.6 million in 2015. KCP&L's annual cost of the plans was approximately  
Fixed income securities Fixed income fundl*l                                                62.7                                                                                        62.7 U.S. Treasury                                                        3.9                  3.9 U.S. Agency, state and local obligations                             4.3                                             4.3 U.S. corporate bonds(bl                                             17.8                                             17.8 Foreign corporate bonds                                               1.6                                             1.6 Cash equivalents                                                         19.5                 19.5 Other                                                                     1.7                   0.2                       1.5 Total                                                         $     115.6         $       27.7           $         25.2     $                       $       62.7 (al At December 31, 2017 and 2016, this category includes $56.4 million and $62.7 million, respectively, of an institutional common/collective trust fund valued at NA V per share (or its equivalent) and is not categorized in the fair value hierarchy.
$7.7 million in 2017, $8.0 million in 2016 and $7.9 million in 2015. 10. EQUITY COMPENSATION Great Plains Energy's Long-Term Incentive Plan is an equity compensation plan approved by Great Plains Energy's shareholders.
(b) At December 31, 2017 and 2016, this category is comprised of$15.l million and $14.0 million, respectively, of corporate bonds, $0.5 million and $0.5 million, respectively, of collateralized mortgage obligations and $3. l million and $3.3 million, respectively, of other asset-backed securities.
The Long-Term Incentive Plan permits the grant of restricted stock, restricted stock units, bonus shares, stock options, stock appreciation rights, director shares, director deferred share units, performance shares and other stock-based awards to directors, officers and other employees of Great Plains Energy and KCP&L. The maximum number of shares of Great Plains Energy common stock that can be issued under the plan is 8.0 million. Common stock shares delivered by Great Plains Energy under the Long-Term Incentive Plan may be authorized but unissued, held in the treasury or purchased on the open market (including private purchases) in accordance with applicable securities laws. Great Plains Energy expects to purchase common stock on the open market during 2018 to satisfy perfonnance share payments and director deferred share unit conversion.
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The cost trend assumed for 2017 and 2018 was 6.5% and 6.8%, respectively, with the rate declining through 2027 to the ultimate cost trend rate of 4.5%.
Forfeiture rates are based on historical forfeitures and future expectations and are reevaluated annually.
93
The following table summarizes Great Plains Energy's and KCP&L's equity compensation expense and the associated income tax benefit. Great Plains Energy Equity compensation expense Income tax benefit KCP&L Equity compensation expense Income tax benefit Performance Shares $ $ 2017 (millions) 6.3 $ 2.4 4.2 $ 1.6 2016 2015 5.0 $ 4.0 1.6 1.4 3.2 $ 2.6 1.0 0.9 The payment of perfonnance shares is contingent upon achievement of specific perfonnance goals over a stated period of time as approved by the Compensation and Development Committee of the Board. The number of performance shares ultimately paid can vary from the number of shares initially granted depending on Great Plains Energy's performance over stated performance periods. Compensation expense for performance shares is calculated by recognizing the portion of the fair value for each reporting period for which the requisite service has been rendered.
 
Dividends are accrued over the vesting period and paid in cash based on the number of perfomrnnce shares ultimately paid. The fair value of performance share awards is estimated using the market value of the Company's stock at the valuation date and a Monte Carlo simulation technique that incorporates assumptions for inputs of expected volatilities, dividend yield and risk-free rates. Expected volatility is based on daily stock price change during a historical period commensurate with the remaining term of the performance period of the grant. The risk-free rate is based upon the rate at the time of the evaluation for zero-coupon government bonds with a maturity consistent with the remaining performance period of the grant. The dividend yield is based on the most recent dividends paid and 94 Table of Contents the actual closing stock price on the valuation date. For shares granted in 2017, input~ for expected volatility, dividend yield and free rates were 18%, 3.8% and 1.58%, respectively.
Table of Contents The effects of a one-percentage point change in the assumed health care cost trend rates, holding all other assumptions constant, at December 31, 20 l 7, are detailed in the following table.
Performance share activity is summarized in the following table. Performance adjustment represents the number of shares of common stock related to perfomrnnce shares ultimately issued that can vary from the number of perfonnance shares initially granted depending on Great Plains Energy's performance over a stated period of time. Beginning balance January 1, 2017 Granted Earned Forfeited Ending balance December 31, 2017
Increase            Decrease (millions)
* weighted-average Performance Shares 625,100 236,433 (212,992)  
Effect on total service and interest component                                                                 $         0.2     $       (0.2)
(103,454) 545,087 Grant Date Fair Value* $ 28.13 31.26 28.48 29.24 29.12 At December 31, 2017, the remaining weighted-average contractual term was 1.1 years. The weighted-average grant-date fair value of shares granted was $3 1.26, $31.41 and $24.03 in 2017, 2016 and 2015, respectively.
Effect on post-retirement benefit obligation                                                                            0.4              (0.3)
At December 31, 2017, there was $6.1 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of performance shares earned and paid was $6.1 million, $7.4 million and $0.5 million in 2017, 2016 and 2015, respectively.
Employee Savings Plans Great Plains Energy has defined contribution savings plans (401 (k)) that cover substantially all employees. Great Plains Energy matches employee contributions, subject to limits. The annual cost of the plans was approximately $10.9 million in 20 l 7. $11.5 million in 20 l 6 and $10.6 million in 2015. KCP&L's annual cost of the plans was approximately $7.7 million in 2017, $8.0 million in 2016 and $7.9 million in 2015.
Restricted Stock Restricted stock cannot be sold or otherwise transferred by the recipient prior to vesting and has a value equal to the fair market value of the shares on the issue date. Restricted stock shares vest over a stated period of time with accruing reinvested dividends subject to the same restrictions.
: 10. EQUITY COMPENSATION Great Plains Energy's Long-Term Incentive Plan is an equity compensation plan approved by Great Plains Energy's shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, restricted stock units, bonus shares, stock options, stock appreciation rights, director shares, director deferred share units, performance shares and other stock-based awards to directors, officers and other employees of Great Plains Energy and KCP&L. The maximum number of shares of Great Plains Energy common stock that can be issued under the plan is 8.0 million. Common stock shares delivered by Great Plains Energy under the Long-Term Incentive Plan may be authorized but unissued, held in the treasury or purchased on the open market (including private purchases) in accordance with applicable securities laws. Great Plains Energy expects to purchase common stock on the open market during 2018 to satisfy perfonnance share payments and director deferred share unit conversion. Forfeiture rates are based on historical forfeitures and future expectations and are reevaluated annually.
Compensation expense, calculated by multiplying shares by the grant-date fair value related to restricted stock, is recognized over the stated vesting period. Restricted stock activity is summarized in the following table. Beginning balance January 1, 20 l 7 Granted and issued Vested Forfeited Ending balance December 31, 2017 '' weighted-average Nonvested Restricted Stock 249,672 81,040 (112,813)
The following table summarizes Great Plains Energy's and KCP&L's equity compensation expense and the associated income tax benefit.
(25,497) 192,402 Grant Date Fair Value'' $ 27.20 28.68 26.92 28.10 27.87 At December 31, 2017, the remaining weighted-average contractual term was 1.2 years. The weighted-average grant-date fair value of shares granted was $28.68, $29.41 and $25.89 in 2017, 2016 and 2015, respectively.
2017            2016              2015 Great Plains Energy                                                                                       (millions)
At December 31, 2017, there was $2. l million of total unrecognized compensation expense, net of forfeiture rates, related to non vested restricted stock granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. Total fair value of shares vested was $3.0 million, $1.8 million and $2.2 million in 2017, 2016 and 2015, respectively.
Equity compensation expense                                                                 $        6.3    $        5.0    $          4.0 Income tax benefit                                                                                     2.4              1.6                1.4 KCP&L Equity compensation expense                                                                 $         4.2    $         3.2    $         2.6 Income tax benefit                                                                                    1.6               1.0               0.9 Performance Shares The payment of perfonnance shares is contingent upon achievement of specific perfonnance goals over a stated period of time as approved by the Compensation and Development Committee of the Board. The number of performance shares ultimately paid can vary from the number of shares initially granted depending on Great Plains Energy's performance over stated performance periods.
JDirector Deferred Share Units Non-employee directors receive shares of Great Plains Energy's common stock as part of their annual retainer.
Compensation expense for performance shares is calculated by recognizing the portion of the fair value for each reporting period for which the requisite service has been rendered. Dividends are accrued over the vesting period and paid in cash based on the number of perfomrnnce shares ultimately paid.
Each director may elect to defer receipt of their shares by receiving Director Deferred Share Units that convert to shares of Great Plains Energy's common stock at the end of January in the year after departure from the Board or such other time as elected by each director.
The fair value of performance share awards is estimated using the market value of the Company's stock at the valuation date and a Monte Carlo simulation technique that incorporates assumptions for inputs of expected volatilities, dividend yield and risk-free rates.
Director Deferred Share Units have a value equal to the market value of Great Plains Energy's common stock on the grant date with accruing dividends.
Expected volatility is based on daily stock price change during a historical period commensurate with the remaining term of the performance period of the grant. The risk-free rate is based upon the rate at the time of the evaluation for zero-coupon government bonds with a maturity consistent with the remaining performance period of the grant. The dividend yield is based on the most recent dividends paid and 94
Compensation expense, calculated by multiplying the director deferred share units by the related grant-date fair value, is recognized at the grant date. 95 Table of Contents The total fair value of shares of Director DefetTed Share UniL~ issued was insignificant for 2017 and 2016. Director Deferred Share Units activity is summarized in the following table. Beginning balance Janna!)' 1, 2017 Issued Converted Ending balance December 31, 2017
 
* weighted-average  
Table of Contents the actual closing stock price on the valuation date. For shares granted in 2017, input~ for expected volatility, dividend yield and risk-free rates were 18%, 3.8% and 1.58%, respectively.
: 11. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT Great Plains Energy's $200 Million Revolving Credit Facility Share Units 138,587 23,435 (22,871) 139,151 Grant Date Fair Value* $ 23.96 30.09 21.81 25.35 Great Plains Energy's $200 million revolving credit facility with a group of banks expires in October 2019. The facility's terms pennit transfers of unused commitments between this facility and the KCP&L and GMO facilities discussed below, with the total amount of the facility not exceeding  
Performance share activity is summarized in the following table. Performance adjustment represents the number of shares of common stock related to perfomrnnce shares ultimately issued that can vary from the number of perfonnance shares initially granted depending on Great Plains Energy's performance over a stated period of time.
$400 million at any one time. A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility.
Performance            Grant Date Shares            Fair Value*
Under the terms of this facility, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, Great Plains Energy was in compliance with this covenant.
Beginning balance January 1, 2017                                                                         625,100          $    28.13 Granted                                                                                                   236,433                 31.26 Earned                                                                                                  (212,992)               28.48 Forfeited                                                                                                (103,454)               29.24 Ending balance December 31, 2017                                                                        545,087                 29.12
At December 31, 2017, Great Plains Energy had $11.0 million of outstanding cash borrowings at a weighted-average interest rate of 2.94% and had issued $1.0 million in letters of credit under the credit facility.
* weighted-average At December 31, 2017, the remaining weighted-average contractual term was 1.1 years. The weighted-average grant-date fair value of shares granted was $3 1.26, $31.41 and $24.03 in 2017, 2016 and 2015, respectively. At December 31, 2017, there was $6.1 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of performance shares earned and paid was $6.1 million, $7.4 million and $0.5 million in 2017, 2016 and 2015, respectively.
At December 31, 2016, Great Plains Energy had no outstanding cash botTowings and had issued $1.0 million in letters of credit under the credit facility.
Restricted Stock Restricted stock cannot be sold or otherwise transferred by the recipient prior to vesting and has a value equal to the fair market value of the shares on the issue date. Restricted stock shares vest over a stated period of time with accruing reinvested dividends subject to the same restrictions. Compensation expense, calculated by multiplying shares by the grant-date fair value related to restricted stock, is recognized over the stated vesting period. Restricted stock activity is summarized in the following table.
KCP&L's $600 Million Revolving Credit Facility and Commercial Paper KCP&L's $600 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2019. Great Plains Energy and KCP&L may transfer up to $200 million of unused commitments between Great Plains Energy's and KCP&L's facilities.
Nonvested            Grant Date Restricted Stock        Fair Value''
A default by KCP&L on other indebtedness totaling more than $50.0 million is a default under the facility.
Beginning balance January 1, 20 l 7                                                                       249,672          $    27.20 Granted and issued                                                                                         81,040                28.68 Vested                                                                                                  (112,813)              26.92 Forfeited                                                                                                (25,497)              28.10 Ending balance December 31, 2017                                                                       192,402                27.87
Under the terms of this facility, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, KCP&L was in compliance with this covenant.
'' weighted-average At December 31, 2017, the remaining weighted-average contractual term was 1.2 years. The weighted-average grant-date fair value of shares granted was $28.68, $29.41 and $25.89 in 2017, 2016 and 2015, respectively. At December 31, 2017, there was $2. l million of total unrecognized compensation expense, net of forfeiture rates, related to non vested restricted stock granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. Total fair value of shares vested was
At December 31, 2017, KCP&L had $167.5 million of commercial paper outstanding at a weighted-average interest rate of 1.95%, had issued letters of credit totaling $2. 7 million and had no outstanding cash borrowings under the credit facility.
$3.0 million, $1.8 million and $2.2 million in 2017, 2016 and 2015, respectively.
At December 31, 2016, KCP&L had $132.9 million of commercial paper outstanding at a weighted-average interest rate of0.98%, had issued letters of credit totaling $2.8 million and had no outstanding cash borrowings under the credit facility.
JDirector Deferred Share Units Non-employee directors receive shares of Great Plains Energy's common stock as part of their annual retainer. Each director may elect to defer receipt of their shares by receiving Director Deferred Share Units that convert to shares of Great Plains Energy's common stock at the end of January in the year after departure from the Board or such other time as elected by each director. Director Deferred Share Units have a value equal to the market value of Great Plains Energy's common stock on the grant date with accruing dividends.
GMO's $450 Million Revolving Credit Facility and Commercial Paper GMO's $450 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2019. Great Plains Energy and GMO may transfer up to $200 million of unused commitments between Great Plains Energy's and GMO's facilities.
Compensation expense, calculated by multiplying the director deferred share units by the related grant-date fair value, is recognized at the grant date.
A default by GMO or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility.
95
Under the tenns of this facility, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, GMO was in compliance with this covenant.
 
At December 31, 2017, GMO had $209 .3 million of commercial paper outstanding at a weighted-average interest rate of 1.85%, had issued letters of credit totaling $2.1 million and had no outstanding cash botTowings under the credit facility.
Table of Contents The total fair value of shares of Director DefetTed Share UniL~ issued was insignificant for 2017 and 2016. Director Deferred Share Units activity is summarized in the following table.
At December 31, 2016, GMO had $201.9 million of commercial paper outstanding at a weighted-average interest rate of 1.02%, had issued letters of credit totaling $1.9 million and had no outstanding cash borrowings under the credit facility.
Grant Date Share Units    Fair Value*
96 Table of Contents Great Plains Energy's $864.5 Million Term Loan Facility In connection with the Original Merger Agreement, Great Plains Energy entered into a commitment letter for a 364-day senior unsecured bridge term loan facility, originally for an aggregate principal amount of $8.017 billion to support the anticipated transaction and provide flexibility for the timing of long-tenn financing.
Beginning balance Janna!)' 1, 2017                                                                                 138,587    $    23.96 Issued                                                                                                             23,435          30.09 Converted                                                                                                         (22,871)        21.81 Ending balance December 31, 2017                                                                                 139,151          25.35
Following Great Plains Energy's completed acquisition financings, the aggregate principal amount of the facility was subsequently reduced to $864.5 million and the expiration date of the facility was extended to November 30, 2017. The remaining commitment of $864.5 million was terminated in July 2017 in connection with the Amended Merger Agreement.
* weighted-average
97 Table of Contents 12. LONG-TERM DEBT Great Plains Energy's and KCP&L's long-term debt is detailed in the following table. December 31 Year Due 2017 KCP&L General Mortgage Bonds 2.95% EIRR bonds 7.15% Series 2009A (8.59% rate)<*> Senior Notes 5.85% Series (5.72% rate)<*l 6.375% Series (7.49% rate)'*l 3.15% Series 3.65% Series 6.05% Series (5.78% rate)<*> 5 .30% Series 4.20% Series EIRRBonds 1.329% Series 2007A and 2007B(bl 2.875% Series 2008 Current maturities Unamortized discount and debt issuance costs Total KCP&L excluding current maturities(c)
: 11. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT Great Plains Energy's $200 Million Revolving Credit Facility Great Plains Energy's $200 million revolving credit facility with a group of banks expires in October 2019. The facility's terms pennit transfers of unused commitments between this facility and the KCP&L and GMO facilities discussed below, with the total amount of the facility not exceeding $400 million at any one time. A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, Great Plains Energy was in compliance with this covenant. At December 31, 2017, Great Plains Energy had $11.0 million of outstanding cash borrowings at a weighted-average interest rate of 2.94% and had issued $1.0 million in letters of credit under the credit facility. At December 31, 2016, Great Plains Energy had no outstanding cash botTowings and had issued $1.0 million in letters of credit under the credit facility.
Other Great Plains Energy GMO First Mortgage Bonds 9.44% Series GMO Senior Notes 8.27% Series 3.49% Series A 4.06% Series B 4.74% Series C GMO Medium Term Notes 7.33% Series 7.17%Series Great Plains Energy Senior Notes 6.875% Series (7.33% rate)M 4.85% Series 5 .292% Series Current maturities Unamortized discount and premium, net and debt issuance costs Total Great Plains Energy excluding current maturities{c) 2023 2019 2018 2023 2025 2035 2041 2047 2035 2038 2018-2021 2021 2025 2033 2043 2023 2023 2021 2022 $ $ <*l Rate after amortizing gains/losses recognized in other comprehensive income (OCI) on settlements of interest rate hedging instruments (b) Variable rate (millions) 79.5 $ 400.0 350.0 300.0 350.0 250.0 400.0 300.0 146.5 23.4 (350.0) (17.2) 2,232.2 4.6 80.9 125.0 75.0 150.0 3.0 7.0 350.0 287.5 (I.I) (1.5) 3,312.6 $ 2016 110.5 400.0 250.0 350.0 300.0 350.0 250.0 400.0 146.5 23.4 (281.0) (15.4) 2,284.0 5.7 80.9 125.0 75.0 150.0 3.0 7.0 100.0 350.0 287.5 (101.1) (1.8) 3,365.2 (c) At December 3 I, 2017 and 2016, does not include $50.0 million and $21.9 million of secured Series 2005 Environmental Improvement Revenue Refunding (EIRR) bonds because the bonds were repurchased in September 2015 and are held by KCP&L 98 Table of Contents Amortization of Debt Expense Great Plains Energy's and KCP&L's amortization of debt expense is detailed in the following table. 2017 2016 2015 (millions)
KCP&L's $600 Million Revolving Credit Facility and Commercial Paper KCP&L's $600 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2019. Great Plains Energy and KCP&L may transfer up to $200 million of unused commitments between Great Plains Energy's and KCP&L's facilities. A default by KCP&L on other indebtedness totaling more than
KCP&L $ 3.0 $ 3.2 $ 3.0 Other Great Plains Energy 26.9 30.6 I.I Total Great Plains Energy $ 29.9 $ 33.8 $ 4.1 In 2017 and 2016, Other Great Plains Energy includes $23.6 million and $29 .6 million, respectively, of amortization of debt expense related to Great Plains Energy's bridge tenn loan facility.
$50.0 million is a default under the facility. Under the terms of this facility, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, KCP&L was in compliance with this covenant. At December 31, 2017, KCP&L had $167.5 million of commercial paper outstanding at a weighted-average interest rate of 1.95%, had issued letters of credit totaling $2. 7 million and had no outstanding cash borrowings under the credit facility. At December 31, 2016, KCP&L had $132.9 million of commercial paper outstanding at a weighted-average interest rate of0.98%, had issued letters of credit totaling $2.8 million and had no outstanding cash borrowings under the credit facility.
Fees related to this facility were amortized over the term of the facility.
GMO's $450 Million Revolving Credit Facility and Commercial Paper GMO's $450 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2019. Great Plains Energy and GMO may transfer up to $200 million of unused commitments between Great Plains Energy's and GMO's facilities. A default by GMO or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the tenns of this facility, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, GMO was in compliance with this covenant. At December 31, 2017, GMO had $209 .3 million of commercial paper outstanding at a weighted-average interest rate of 1.85%, had issued letters of credit totaling $2.1 million and had no outstanding cash botTowings under the credit facility. At December 31, 2016, GMO had $201.9 million of commercial paper outstanding at a weighted-average interest rate of 1.02%, had issued letters of credit totaling $1.9 million and had no outstanding cash borrowings under the credit facility.
KCP&L General Mortgage Bonds KCP&L has issued mortgage bonds under the Indenture.
96
The Indenture creates a mortgage lien on substantially all ofKCP&L's utility plant. Mortgage bonds totaling $479.5 million and $510.5 million were out<;tanding at December 31, 2017 and 2016, respectively.
 
KCP&L repaid its $31.0 million secured Series 1992 ElRR bonds at maturity in July 2017. KCP&L Senior Notes In June 2017, KCP&L issued, at a discount, $300.0 million of 4.20% unsecured Senior Notes, maturing in 2047. KCP&L also repaid its $250.0 million of 5.85% unsecured Senior Notes at maturity in June 2017. KCP&L Municipal Bond Insurance Policies KCP&L's secured Series 2005 EIRR bonds totaling $50.0 million and $21.9 million, respectively, are covered by a municipal bond insurance policy between KCP&L and Syncora Guarantee, Inc. (Syncora).
Table of Contents Great Plains Energy's $864.5 Million Term Loan Facility In connection with the Original Merger Agreement, Great Plains Energy entered into a commitment letter for a 364-day senior unsecured bridge term loan facility, originally for an aggregate principal amount of $8.017 billion to support the anticipated transaction and provide flexibility for the timing of long-tenn financing. Following Great Plains Energy's completed acquisition financings, the aggregate principal amount of the facility was subsequently reduced to $864.5 million and the expiration date of the facility was extended to November 30, 2017. The remaining commitment of $864.5 million was terminated in July 2017 in connection with the Amended Merger Agreement.
The insurance agreements between KCP&L and Syncora provide for reimbursement by KCP&L for any amounts that Syncora pays under the municipal bond insurance policies.
97
The insurance agreements contain a covenant that the indebtedness to total capitalization ratio of KCP&L and its consolidated subsidiaries will not be greater than 0.68 to 1.00. At December 31, 2017, KCP&L was in compliance with this covenant.
 
KCP&L is also restricted from issuing additional bonds under its General Mortgage Indenture if, after giving effect to such additional bonds, the proportion of secured debt to total indebtedness would be more than 75%, or more than 50% if the long term rating for such bonds by S&P Global Ratings or Moody's Investors Service would be at or below A-or A3, respectively.
Table of Contents
The insurance agreement covering the unsecured Series 2005 EIRR bonds also required KCP&L to provide collateral to Syncora in the form of $50.0 million of Mortgage Bonds Series 2005 EIRR Insurer due 2035 for KCP&L's obligations under the insurance agreement as a result ofKCP&L issuing general mortgage bonds in 2009 (other than refunding of outstanding general m01tgage bonds) that resulted in the aggregate amount of outstanding general mortgage bonds exceeding 10% of total capitalization.
: 12. LONG-TERM DEBT Great Plains Energy's and KCP&L's long-term debt is detailed in the following table.
The bonds are not incremental debt for KCP&L but collateralize Syncora's claim on KCP&L if Syncora was required to meet it~ obligation under the insurance agreement.
December 31 Year Due                     2017                     2016 KCP&L                                                                                                                                               (millions)
In the event of a default under the insurance agreements, Syncora may take any available legal or equitable action against KCP&L, including seeking specific performance of the covenants.
General Mortgage Bonds 2.95% EIRR bonds                                                                                         2023              $            79.5          $          110.5 7.15% Series 2009A (8.59% rate)<*>                                                                       2019                          400.0                      400.0 Senior Notes 5.85% Series (5.72% rate)<*l                                                                                                                                     250.0 6.375% Series (7.49% rate)'*l                                                                           2018                          350.0                      350.0 3.15% Series                                                                                           2023                          300.0                      300.0 3.65% Series                                                                                           2025                          350.0                      350.0 6.05% Series (5.78% rate)<*>                                                                           2035                          250.0                      250.0 5 .30% Series                                                                                           2041                          400.0                      400.0 4.20% Series                                                                                           2047                          300.0 EIRRBonds 1.329% Series 2007A and 2007B(bl                                                                       2035                          146.5                      146.5 2.875% Series 2008                                                                                     2038                            23.4                      23.4 Current maturities                                                                                                                       (350.0)                    (281.0)
GMO First Mortgage Bonds GMO has issued mortgage bonds under the General Mortgage Indenture and Deed of Trust dated April 1, 1946, as supplemented.
Unamortized discount and debt issuance costs                                                                                             (17.2)                    (15.4)
The Indenture creates a mortgage lien on a portion of GM O's utility plant. Mortgage bonds totaling $4.6 million and $5. 7 million, respectively, were outstanding at December 31, 2017 and 2016. GMO Senior Notes Under the terms of the note purchase agreement for GMO's Series A, B and C Senior Notes, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. In addition, GMO's priority debt, as defined in the agreement, cannot exceed 15% of consolidated tangible net worth, as defined in the agreement.
Total KCP&L excluding current maturities(c)                                                                                       2,232.2                    2,284.0 Other Great Plains Energy GMO First Mortgage Bonds 9.44% Series                                                                   2018-2021                          4.6                        5.7 GMO Senior Notes 8.27% Series                                                                                           2021                            80.9                      80.9 3.49% Series A                                                                                         2025                          125.0                      125.0 4.06% Series B                                                                                         2033                            75.0                      75.0 4.74% Series C                                                                                         2043                          150.0                      150.0 GMO Medium Term Notes 7.33% Series                                                                                           2023                            3.0                        3.0 7.17%Series                                                                                             2023                            7.0                        7.0 Great Plains Energy Senior Notes 6.875% Series (7.33% rate)M                                                                                                                                       100.0 4.85% Series                                                                                           2021                          350.0                      350.0 5 .292% Series                                                                                         2022                          287.5                      287.5 Current maturities                                                                                                                         (I.I)                    (101.1)
Unamortized discount and premium, net and debt issuance costs                                                                             (1.5)                      (1.8)
Total Great Plains Energy excluding current maturities{c)                                                                 $       3,312.6            $     3,365.2
<*l   Rate after amortizing gains/losses recognized in other comprehensive income (OCI) on settlements of interest rate hedging instruments (b)   Variable rate (c)   At December 3 I, 2017 and 2016, does not include $50.0 million and $21.9 million of secured Series 2005 Environmental Improvement Revenue Refunding (EIRR) bonds because the bonds were repurchased in September 2015 and are held by KCP&L 98
 
Table of Contents Amortization of Debt Expense Great Plains Energy's and KCP&L's amortization of debt expense is detailed in the following table.
2017        2016          2015 (millions)
KCP&L                                                                                                    $    3.0   $      3.2    $    3.0 Other Great Plains Energy                                                                                      26.9        30.6          I.I Total Great Plains Energy                                                                              $    29.9  $    33.8      $    4.1 In 2017 and 2016, Other Great Plains Energy includes $23.6 million and $29 .6 million, respectively, of amortization of debt expense related to Great Plains Energy's bridge tenn loan facility. Fees related to this facility were amortized over the term of the facility.
KCP&L General Mortgage Bonds KCP&L has issued mortgage bonds under the Indenture. The Indenture creates a mortgage lien on substantially all ofKCP&L's utility plant. Mortgage bonds totaling $479.5 million and $510.5 million were out<;tanding at December 31, 2017 and 2016, respectively.
KCP&L repaid its $31.0 million secured Series 1992 ElRR bonds at maturity in July 2017.
KCP&L Senior Notes In June 2017, KCP&L issued, at a discount, $300.0 million of 4.20% unsecured Senior Notes, maturing in 2047. KCP&L also repaid its
$250.0 million of 5.85% unsecured Senior Notes at maturity in June 2017.
KCP&L Municipal Bond Insurance Policies KCP&L's secured Series 2005 EIRR bonds totaling $50.0 million and $21.9 million, respectively, are covered by a municipal bond insurance policy between KCP&L and Syncora Guarantee, Inc. (Syncora). The insurance agreements between KCP&L and Syncora provide for reimbursement by KCP&L for any amounts that Syncora pays under the municipal bond insurance policies. The insurance agreements contain a covenant that the indebtedness to total capitalization ratio of KCP&L and its consolidated subsidiaries will not be greater than 0.68 to 1.00. At December 31, 2017, KCP&L was in compliance with this covenant. KCP&L is also restricted from issuing additional bonds under its General Mortgage Indenture if, after giving effect to such additional bonds, the proportion of secured debt to total indebtedness would be more than 75%, or more than 50% if the long term rating for such bonds by S&P Global Ratings or Moody's Investors Service would be at or below A- or A3, respectively. The insurance agreement covering the unsecured Series 2005 EIRR bonds also required KCP&L to provide collateral to Syncora in the form of $50.0 million of Mortgage Bonds Series 2005 EIRR Insurer due 2035 for KCP&L's obligations under the insurance agreement as a result ofKCP&L issuing general mortgage bonds in 2009 (other than refunding of outstanding general m01tgage bonds) that resulted in the aggregate amount of outstanding general mortgage bonds exceeding 10% of total capitalization. The bonds are not incremental debt for KCP&L but collateralize Syncora's claim on KCP&L if Syncora was required to meet it~ obligation under the insurance agreement. In the event of a default under the insurance agreements, Syncora may take any available legal or equitable action against KCP&L, including seeking specific performance of the covenants.
GMO First Mortgage Bonds GMO has issued mortgage bonds under the General Mortgage Indenture and Deed of Trust dated April 1, 1946, as supplemented. The Indenture creates a mortgage lien on a portion of GM O's utility plant. Mortgage bonds totaling $4.6 million and $5. 7 million, respectively, were outstanding at December 31, 2017 and 2016.
GMO Senior Notes Under the terms of the note purchase agreement for GMO's Series A, B and C Senior Notes, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. In addition, GMO's priority debt, as defined in the agreement, cannot exceed 15% of consolidated tangible net worth, as defined in the agreement.
At December 31, 2017, GMO was in compliance with these covenants.
At December 31, 2017, GMO was in compliance with these covenants.
99 Table of Contents Great Plains Energy Senior Notes In March 20 l 7, Great Plains Energy issued $4.3 billion of senior notes in order to fund the majority of the cash portion of the acquisition of Westar under the Original Merger Agreement.
99
In July 2017, as a result of the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgment that the acquisition of Westar would not close prior to November 30, 2017 and exercised its special optional redemption right to redeem the senior notes issued in March 2017. The redemption price was equal to 101 % of the principle amount of the senior notes, including accmed and unpaid interest, for a total redemption cost of$4,400.l million. As a result of the redemption, Great Plains Energy recorded a loss on extinguishment of debt of $82.8 million in July 2017. Great Plains Energy repaid its $100.0 million of6.875% unsecured Senior Notes at maturity in September 2017. Scheduled Maturities Great Plains Energy's and KCP&L's long-term debt maturities for the next five years are detailed in the following table. 2018 2019 2020 2021 2022 (millions)
 
Great Plains Energy $ 351.1 $ 401.1 $ 1.1 $ 432.0 $ 287.5 KCP&L 350.0 400.0 13. COMMON STOCK Great Plains Energy has an effective shelf registration statement for the sale of unlimited amounts of securities with the SEC that became effective in March 2015 and expires in March 20 l 8. In September 20 l 6, Great Plains Energy filed a post-effective amendment lo its shelf registration statement to register depositary shares and preference stock among the types of securities that Great Plains Energy may offer and sell. Great Plains Energy does not expect to replace this shelf registration statement prior to the closing of the anticipated merger with Westar. In September 2016, Great Plains Energy shareholders approved an amendment to Great Plains Energy's articles of incorporation, increasing the authorized number of shares of common stock, without par value, to 600 million shares from 250 million shares. In October 20 l 6, Great Plains Energy completed a registered public offering of 60.5 million shares of common stock, without par value, at a public offering price of $26.45 per share, for total gross proceeds of approximately  
Table of Contents Great Plains Energy Senior Notes In March 20 l 7, Great Plains Energy issued $4.3 billion of senior notes in order to fund the majority of the cash portion of the acquisition of Westar under the Original Merger Agreement.
$1.6 billion (net proceeds of approximately$
In July 2017, as a result of the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgment that the acquisition of Westar would not close prior to November 30, 2017 and exercised its special optional redemption right to redeem the senior notes issued in March 2017. The redemption price was equal to 101 % of the principle amount of the senior notes, including accmed and unpaid interest, for a total redemption cost of$4,400.l million. As a result of the redemption, Great Plains Energy recorded a loss on extinguishment of debt of $82.8 million in July 2017.
l.55 billion after issuance costs). Great Plains Energy planned to use proceeds from the offering to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.
Great Plains Energy repaid its $100.0 million of6.875% unsecured Senior Notes at maturity in September 2017.
Great Plains Energy has shares of common stock registered with the SEC for its Dividend Reinvestment and Direct Stock Purchase Plan. The plan allows for the purchase of common shares by reinvesting dividends or making optional cash payments.
Scheduled Maturities Great Plains Energy's and KCP&L's long-term debt maturities for the next five years are detailed in the following table.
Great Plains Energy can issue new shares or purchase shares on the open market for the p Ian. At December 31, 20 l 7, 0. 9 million shares remained available for foture issuances.
2018         2019           2020           2021           2022 (millions)
Great Plains Energy                                               $     351.1   $   401.1   $         1.1   $     432.0     $     287.5 KCP&L                                                                   350.0         400.0
: 13. COMMON STOCK Great Plains Energy has an effective shelf registration statement for the sale of unlimited amounts of securities with the SEC that became effective in March 2015 and expires in March 20 l 8. In September 20 l 6, Great Plains Energy filed a post-effective amendment lo its shelf registration statement to register depositary shares and preference stock among the types of securities that Great Plains Energy may offer and sell. Great Plains Energy does not expect to replace this shelf registration statement prior to the closing of the anticipated merger with Westar.
In September 2016, Great Plains Energy shareholders approved an amendment to Great Plains Energy's articles of incorporation, increasing the authorized number of shares of common stock, without par value, to 600 million shares from 250 million shares.
In October 20 l 6, Great Plains Energy completed a registered public offering of 60.5 million shares of common stock, without par value, at a public offering price of $26.45 per share, for total gross proceeds of approximately $1.6 billion (net proceeds of approximately$ l.55 billion after issuance costs). Great Plains Energy planned to use proceeds from the offering to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.
Great Plains Energy has shares of common stock registered with the SEC for its Dividend Reinvestment and Direct Stock Purchase Plan.
The plan allows for the purchase of common shares by reinvesting dividends or making optional cash payments. Great Plains Energy can issue new shares or purchase shares on the open market for the p Ian. At December 31, 20 l 7, 0. 9 million shares remained available for foture issuances.
Great Plains Energy has shares of common stock registered with th(? SEC for a defined contribution savings plan (401 (k)). Shares issued under the plan may be either newly issued shares or shares purchased in the open market. At December 31, 2017, 0.5 million shares remained available for future issuances.
Great Plains Energy has shares of common stock registered with th(? SEC for a defined contribution savings plan (401 (k)). Shares issued under the plan may be either newly issued shares or shares purchased in the open market. At December 31, 2017, 0.5 million shares remained available for future issuances.
Treasmy shares are held for future distribution upon issuance of shares in conjunction with the Company's Long-Term Incentive Plan. Great Plains Energy's articles of incorporation restrict the payment of common stock dividends in the event common equity is 25% or less of total capitalization.
Treasmy shares are held for future distribution upon issuance of shares in conjunction with the Company's Long-Term Incentive Plan.
Certain conditions in the MPSC and KCC orders authorizing 100
Great Plains Energy's articles of incorporation restrict the payment of common stock dividends in the event common equity is 25% or less of total capitalization. Certain conditions in the MPSC and KCC orders authorizing 100
-Table of Contents the holding company structure require Great Plains Energy and KCP&L to maintain consolidated common equity ofat least 30% and 35%, respectively, of total capitalization (including only the amount of short-tenn debt in excess of the amount of construction work in progress).
 
Under the Federal Power Act, KCP&L and GMO generally can pay dividends only out of retained earnings.
Table of Contents the holding company structure require Great Plains Energy and KCP&L to maintain consolidated common equity ofat least 30% and 35%, respectively, of total capitalization (including only the amount of short-tenn debt in excess of the amount of construction work in progress). Under the Federal Power Act, KCP&L and GMO generally can pay dividends only out of retained earnings. The revolving credit agreements of Great Plains Energy, KCP&L and GMO and the note purchase agreement for GMO's Se1ies A, Band C Senior Notes contain a covenant requiring the respective company to maintain a consolidated indebtedness to consolidated total capitalization ratio of not more than 0.65 to 1.00 at all times. Under the Amended Merger Agreement, Great Plains Energy is also restricted from paying a quarterly common stock dividend in excess of$0.275 per share without the consent of Westar.
The revolving credit agreements of Great Plains Energy, KCP&L and GMO and the note purchase agreement for GMO's Se1ies A, Band C Senior Notes contain a covenant requiring the respective company to maintain a consolidated indebtedness to consolidated total capitalization ratio of not more than 0.65 to 1.00 at all times. Under the Amended Merger Agreement, Great Plains Energy is also restricted from paying a quarterly common stock dividend in excess of$0.275 per share without the consent of Westar. As of December 31, 2017, all of Great Plains Energy's and KCP&L's retained earnings and net income were free of restrictions.
As of December 31, 2017, all of Great Plains Energy's and KCP&L's retained earnings and net income were free of restrictions. As a result of the above restrictions, Great Plains Energy's subsidiaries had restricted net assets of approximately $2 .8 billion as of December 31, 2017. The restrictions are not expected to affect the Companies' ability to pay dividends at the current level in the foreseeable future.
As a result of the above restrictions, Great Plains Energy's subsidiaries had restricted net assets of approximately  
: 14. PREFERRED STOCK At December 31, 2017, 1.6 million shares of Cumulative No Par Preferred Stock, 390,000 shares of Cumulative Prefe1Ted Stock, $100 par value and 11.0 million shares of no par Preference Stock were authorized under Great Plains Energy's articles of incorporation.
$2 .8 billion as of December 31, 2017. The restrictions are not expected to affect the Companies' ability to pay dividends at the current level in the foreseeable future. 14. PREFERRED STOCK At December 31, 2017, 1.6 million shares of Cumulative No Par Preferred Stock, 390,000 shares of Cumulative Prefe1Ted Stock, $100 par value and 11.0 million shares of no par Preference Stock were authorized under Great Plains Energy's articles of incorporation.
Series A Mandatory Convertible Preferred Stock On May 29, 2016, Great Plains Energy entered into a stock purchase agreement with OMERS, pursuant to which Great Plains Energy would issue and sell to OMERS 750,000 shares of Series A Preferred Stock, for an aggregate purchase price equal to $750 million at the closing of the Original Merger Agreement.
Series A Mandatory Convertible Preferred Stock On May 29, 2016, Great Plains Energy entered into a stock purchase agreement with OMERS, pursuant to which Great Plains Energy would issue and sell to OMERS 750,000 shares of Series A Preferred Stock, for an aggregate purchase price equal to $750 million at the closing of the Original Merger Agreement.
In July 2017, as a result of the Amended Merger Agreement, Great Plains Energy and OMERS tern1inated their stock purchase agreement for the Series A Preferred Stock. As a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to non-operating expenses in the third quarter of 2017. Series B Mandatory Convertible Preferred Stock In October 2016, Great Plains Energy completed a registered public offering of 17 .3 million depositary shares, each representing a I/20th interest in a share of Great Plains Energy's Series B PrefetTed Stock, without par value, at a public offering price of $50 per depositary share for total gross proceeds of $862.5 million (net proceeds of approximately  
In July 2017, as a result of the Amended Merger Agreement, Great Plains Energy and OMERS tern1inated their stock purchase agreement for the Series A Preferred Stock. As a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to non-operating expenses in the third quarter of 2017.
$836.2 million after issuance costs). Great Plains Energy planned to use proceeds from the offering to fond a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.
Series B Mandatory Convertible Preferred Stock In October 2016, Great Plains Energy completed a registered public offering of 17 .3 million depositary shares, each representing a I/20th interest in a share of Great Plains Energy's Series B PrefetTed Stock, without par value, at a public offering price of $50 per depositary share for total gross proceeds of $862.5 million (net proceeds of approximately $836.2 million after issuance costs). Great Plains Energy planned to use proceeds from the offering to fond a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.
Each depositary share entitled the holder of such depositary share, through the bank depositary, to a 1120th interest in the rights and preferences of the Series B Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement.
Each depositary share entitled the holder of such depositary share, through the bank depositary, to a 1120th interest in the rights and preferences of the Series B Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement.
Unless previously converted or redeemed, on or around September 15, 2019, each outstanding share of Series 8 Preferred Stock would automatically convert into a number of shares of Great Plains Energy common stock equal to a conversion rate. Dividends on the Series 8 Preferred Stock were payable on a cumulative basis when, as and if declared by Great Plains Energy's Board of Directors, and subject to Missouri law, at an annual rate of 7 .00% on the liquidation preference of $1,000 per share of Series B Preferred Stock (or $50 per depositary share), payable in cash, Great Plains Energy common stock or a combination thereof. Great Plains Energy's Series B Preferred Stock also contained an acquisition termination redemption option whereby in the event that the Original Merger Agreement was tenninated or if Great Plains Energy determined in its reasonable judgment that the acquisition of Westar would not close or if the acquisition of Westar had not closed by November 30, 2017, then Great Plains Energy could at its sole option (but was not required to) redeem all of the Series B Preferred Stock. If exercised, the redemption price would be equal to either: 101 Table of Contents (a) $1,000 per share plus accumulated and unpaid dividends up to the redemption date; or (b) if the average price of Great Plains Energy's common stock exceeded a certain threshold amount, then a repurchase price that is equal to a make-whole fonnula. The Series B Prefen-ed Stock also contained a fondamental change conversion option whereby upon the occurrence of certain events deemed to be a fundamental change, including an acquisition, liquidation, or delisting of Great Plains Energy common stock, holders of the Series 8 Prefen-ed Stock could: (a) convert their existing shares into shares of Great Plains Energy common stock; and (b) receive a dividend make-whole payment. As a result of the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgment that the acquisition of Westar under the Original Merger Agreement would not close and exercised its acquisition termination redemption option and redeemed the Series B PrefetTed Stock in August 2017. The Series B Preferred Stock was redeemed at a redemption price that was equal to a make-whole formula set forth in the terms of the Series B Preferred Stock. The total cost of the redemption was $963.4 million. Great Plains Energy made the entire redemption payment in cash. The dividend make-whole provisions within both the acquisition termination redemption and fundamental change conversion options discussed above represented embedded derivatives that in accordance with GAAP. were accounted for on a combined basis separately from the Series 8 Preferred Stock and reported at fair value. The fair value of the Series B Prefen-ed Stock dividend make-whole provisions at inception and December 31, 2016 was insignificant.
Unless previously converted or redeemed, on or around September 15, 2019, each outstanding share of Series 8 Preferred Stock would automatically convert into a number of shares of Great Plains Energy common stock equal to a conversion rate.
As part of the $963.4 million redemption of the Series 8 Preferred Stock, the Series B Prefen-ed Stock dividend make-whole provisions liability was settled in August 2017. In 2017, Great Plains Energy recognized a loss of $124.8 million for the settlement of these provisions, which is recorded within loss on Series B Preferred Stock dividend make-whole provisions on the consolidated statements of comprehensive income (loss). Great Plains Energy also recognized a redemption premium of $2.4 million in connection with the redemption of the Series 8 Preferred Stock in 2017. This premium is represented as the difference between the redemption cost of$963.4 million and the $836.2 million carrying value of the Series B Preferred Stock, less the $124.8 million paid to settle the Series B Preferred Stock dividend make-whole provisions.
Dividends on the Series 8 Preferred Stock were payable on a cumulative basis when, as and if declared by Great Plains Energy's Board of Directors, and subject to Missouri law, at an annual rate of 7 .00% on the liquidation preference of $1,000 per share of Series B Preferred Stock (or $50 per depositary share), payable in cash, Great Plains Energy common stock or a combination thereof.
The redemption premium is recorded as a reduction to earnings (loss) available for common shareholders and is recorded within preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss). 15. COMMITMENTS AND CONTINGENCIES Environmental Matters Great Plains Energy and KCP&L are subject to extensive federal, state and local environmental laws, regulations and permit requirements relating to air and water quality, waste management and disposal, natural resources and health and safety. In addition to imposing continuing compliance obligations and remediation costs, these laws, regulations and pe1111its authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions.
Great Plains Energy's Series B Preferred Stock also contained an acquisition termination redemption option whereby in the event that the Original Merger Agreement was tenninated or if Great Plains Energy determined in its reasonable judgment that the acquisition of Westar would not close or if the acquisition of Westar had not closed by November 30, 2017, then Great Plains Energy could at its sole option (but was not required to) redeem all of the Series B Preferred Stock. If exercised, the redemption price would be equal to either:
The cost of complying with cun-ent and future environmental requirements is expected to be material to Great Plains Energy and KCP&L. Failure to comply with environmental requirements or to timely recover environmental costs through rates could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows. 102 Table of Contents Great Plains Energy's and KCP&L's current estimates of capital expenditures (exclusive of AFUDC and property taxes) over the next five years to comply with environmental regulations are in the following table. The total cost of compliance with any existing, proposed or future laws and regulations may be significantly different from these cost estimates provided.
101
Great Plains Energy KCP&L $ 2018 14.6 $ 14.5 2019 2020 (millions) 2.8 $ 7.7 $ 2.8 7.7 2021 20.1 $ 20.1 2022 63.1 63.1 The Companies expect to seek recovery of the costs associated with environmental requirements through rate increases; however, there can be no assurance that such rate increases would be granted. The Companies may be subject to materially adverse rate treatment in response to competitive, economic, political, legislative or regulatory factors and/or public perception of the Companies' environmental reputation.
 
Table of Contents (a) $1,000 per share plus accumulated and unpaid dividends up to the redemption date; or (b) if the average price of Great Plains Energy's common stock exceeded a certain threshold amount, then a repurchase price that is equal to a make-whole fonnula.
The Series B Prefen-ed Stock also contained a fondamental change conversion option whereby upon the occurrence of certain events deemed to be a fundamental change, including an acquisition, liquidation, or delisting of Great Plains Energy common stock, holders of the Series 8 Prefen-ed Stock could:
(a) convert their existing shares into shares of Great Plains Energy common stock; and (b) receive a dividend make-whole payment.
As a result of the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgment that the acquisition of Westar under the Original Merger Agreement would not close and exercised its acquisition termination redemption option and redeemed the Series B PrefetTed Stock in August 2017. The Series B Preferred Stock was redeemed at a redemption price that was equal to a make-whole formula set forth in the terms of the Series B Preferred Stock. The total cost of the redemption was $963.4 million.
Great Plains Energy made the entire redemption payment in cash.
The dividend make-whole provisions within both the acquisition termination redemption and fundamental change conversion options discussed above represented embedded derivatives that in accordance with GAAP. were accounted for on a combined basis separately from the Series 8 Preferred Stock and reported at fair value. The fair value of the Series B Prefen-ed Stock dividend make-whole provisions at inception and December 31, 2016 was insignificant. As part of the $963.4 million redemption of the Series 8 Preferred Stock, the Series B Prefen-ed Stock dividend make-whole provisions liability was settled in August 2017. In 2017, Great Plains Energy recognized a loss of $124.8 million for the settlement of these provisions, which is recorded within loss on Series B Preferred Stock dividend make-whole provisions on the consolidated statements of comprehensive income (loss).
Great Plains Energy also recognized a redemption premium of $2.4 million in connection with the redemption of the Series 8 Preferred Stock in 2017. This premium is represented as the difference between the redemption cost of$963.4 million and the $836.2 million carrying value of the Series B Preferred Stock, less the $124.8 million paid to settle the Series B Preferred Stock dividend make-whole provisions. The redemption premium is recorded as a reduction to earnings (loss) available for common shareholders and is recorded within preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss).
: 15. COMMITMENTS AND CONTINGENCIES Environmental Matters Great Plains Energy and KCP&L are subject to extensive federal, state and local environmental laws, regulations and permit requirements relating to air and water quality, waste management and disposal, natural resources and health and safety. In addition to imposing continuing compliance obligations and remediation costs, these laws, regulations and pe1111its authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. The cost of complying with cun-ent and future environmental requirements is expected to be material to Great Plains Energy and KCP&L. Failure to comply with environmental requirements or to timely recover environmental costs through rates could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.
102
 
Table of Contents Great Plains Energy's and KCP&L's current estimates of capital expenditures (exclusive of AFUDC and property taxes) over the next five years to comply with environmental regulations are in the following table. The total cost of compliance with any existing, proposed or future laws and regulations may be significantly different from these cost estimates provided.
2018        2019      2020      2021    2022 (millions)
Great Plains Energy                                                                 $     14.6 $     2.8 $       7.7 $   20.1 $  63.1 KCP&L                                                                                      14.5        2.8         7.7     20.1     63.1 The Companies expect to seek recovery of the costs associated with environmental requirements through rate increases; however, there can be no assurance that such rate increases would be granted. The Companies may be subject to materially adverse rate treatment in response to competitive, economic, political, legislative or regulatory factors and/or public perception of the Companies' environmental reputation.
The following discussion groups environmental and certain associated matters into the broad categories of air and climate change, water, solid waste and remediation.
The following discussion groups environmental and certain associated matters into the broad categories of air and climate change, water, solid waste and remediation.
Clean Air Act a11d Climate Change Overview The Clean Air Act Amendments of 1990 (Clean Air Act) and associated regulations enacted by the EPA form a comprehensive program to preserve and enhance air quality. States are required to establish regulations and programs to address all requirements of the Clean Air Act and have the flexibility to enact more stringent requirements.
Clean Air Act a11d Climate Change Overview The Clean Air Act Amendments of 1990 (Clean Air Act) and associated regulations enacted by the EPA form a comprehensive program to preserve and enhance air quality. States are required to establish regulations and programs to address all requirements of the Clean Air Act and have the flexibility to enact more stringent requirements. All of Great Plains Energy's and KCP&L's generating facilities, and certain of their other facilities, are subject to the Clean Air Act.
All of Great Plains Energy's and KCP&L's generating facilities, and certain of their other facilities, are subject to the Clean Air Act. Climate Change The Companies' current generation capacity is primaiily coal-fired and is estimated to produce about one ton of carbon dioxide (CO 2) per MWh, or approximately 17 million tons and 13 million tons per year for Great Plains Energy and KCP&L, respectively.
Climate Change The Companies' current generation capacity is primaiily coal-fired and is estimated to produce about one ton of carbon dioxide (CO 2 ) per MWh, or approximately 17 million tons and 13 million tons per year for Great Plains Energy and KCP&L, respectively. The Companies are subject to existing greenhouse gas reporting regulations and certain greenhouse gas requirements. Federal or state legislation concerning the reduction of emissions of greenhouse gases, including CO 2 , could be enacted in the future. At the international level, the Paris Agreement was adopted in December 2015 by nearly 200 countries and became effective in November 2016. The Paris Agreement does not result in any new, legally binding obligations on the U.S. to meet a particular greenhouse gas emissions target, but establishes a framework for international cooperation on climate change. In June 2017, U.S. President Donald Trump announced the U.S. would withdraw from the Paris Agreement. Under the rules of the Paris Agreement, the earliest any country can withdraw is November 2020. Other international agreements legally binding on the U.S. may be reached in the future. Greenhouse gas legislation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until such legislation is passed. In the absence of new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act.
The Companies are subject to existing greenhouse gas reporting regulations and certain greenhouse gas requirements.
In August 201-S, the EPA finalized CO2 emission standards for new, modified and reconstructed affected fossil-fuel-fired elecltic utility generating units. The standards would not apply to Great Plains Energy's and KCP&L's existing unit<; unless the units were modified or reconstructed in the future. Also in August 2015, the EPA finalized its Clean Power Plan which sets CO 2 emission performance rates for existing affected fossil-fuel-fired electric generating units. Nationwide, by 2030, the EPA projects the Clean Power Plan would achieve CO2 emission reductions from the power sector of approximately 32% from CO 2 emission levels in 2005.
Federal or state legislation concerning the reduction of emissions of greenhouse gases, including CO 2 , could be enacted in the future. At the international level, the Paris Agreement was adopted in December 2015 by nearly 200 countries and became effective in November 2016. The Paris Agreement does not result in any new, legally binding obligations on the U.S. to meet a particular greenhouse gas emissions target, but establishes a framework for international cooperation on climate change. In June 2017, U.S. President Donald Trump announced the U.S. would withdraw from the Paris Agreement.
In February 2016, the U.S. Supreme Court granted a stay of the Clean Power Plan putting the rule on hold pending review in the U.S. Court of Appeals for the District of Columbia Circuit and any subsequent review by the U.S. Supreme Court if such review is sought. In October 2017, the EPA proposed to repeal 103
Under the rules of the Paris Agreement, the earliest any country can withdraw is November 2020. Other international agreements legally binding on the U.S. may be reached in the future. Greenhouse gas legislation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until such legislation is passed. In the absence of new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act. In August 201-S, the EPA finalized CO 2 emission standards for new, modified and reconstructed affected fossil-fuel-fired elecltic utility generating units. The standards would not apply to Great Plains Energy's and KCP&L's existing unit<; unless the units were modified or reconstructed in the future. Also in August 2015, the EPA finalized its Clean Power Plan which sets CO 2 emission performance rates for existing affected fossil-fuel-fired electric generating units. Nationwide, by 2030, the EPA projects the Clean Power Plan would achieve CO 2 emission reductions from the power sector of approximately 32% from CO 2 emission levels in 2005. In February 2016, the U.S. Supreme Court granted a stay of the Clean Power Plan putting the rule on hold pending review in the U.S. Court of Appeals for the District of Columbia Circuit and any subsequent review by the U.S. Supreme Court if such review is sought. In October 2017, the EPA proposed to repeal 103 Table of Contents the Clean Power Plan on the basis that it exceeded the EPA's statutory authority.
 
In December 2017, the EPA issued an advance notice of proposed rulemaking (ANPRM) to solicit comments as the agency considers proposing a future rule to replace the Clean Power Plan. In the ANPRM, the EPA is considering proposing emission guidelines to limit greenhouse gas emissions from existing electric utility generating units. Compliance with the Clean Power Plan or any replacement rule has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until the outcome of the EPA's proposal to repeal the Clean Power Plan and pending litigation is known. Clean Water Act The Clean Water Act and associated regulations enacted by the EPA forn1 a comprehensive program to restore and preserve water quality. Like the Clean Air Act, states are required to establish regulations and programs to address all requirements of the Clean Water Act, and have the flexibility to enact more stringent requirements.
Table of Contents the Clean Power Plan on the basis that it exceeded the EPA's statutory authority. In December 2017, the EPA issued an advance notice of proposed rulemaking (ANPRM) to solicit comments as the agency considers proposing a future rule to replace the Clean Power Plan. In the ANPRM, the EPA is considering proposing emission guidelines to limit greenhouse gas emissions from existing electric utility generating units. Compliance with the Clean Power Plan or any replacement rule has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until the outcome of the EPA's proposal to repeal the Clean Power Plan and pending litigation is known.
All of Great Plains Energy's and KCP&L's generating facilities, and ce1iain of their other facilities, are subject to the Clean Water Act. In May 2014, the EPA finalized regulations pursuant to Section 3 l 6(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement.
Clean Water Act The Clean Water Act and associated regulations enacted by the EPA forn1 a comprehensive program to restore and preserve water quality. Like the Clean Air Act, states are required to establish regulations and programs to address all requirements of the Clean Water Act, and have the flexibility to enact more stringent requirements. All of Great Plains Energy's and KCP&L's generating facilities, and ce1iain of their other facilities, are subject to the Clean Water Act.
KCP&L generation facilities with cooling water intake structures are subject to the best technology available standards based on studies completed to comply with such standards.
In May 2014, the EPA finalized regulations pursuant to Section 3 l 6(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement. KCP&L generation facilities with cooling water intake structures are subject to the best technology available standards based on studies completed to comply with such standards. The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment). Estimated costs to comply with Section 3 l 6(b) of the Clean Water Act are included in the estimated capital expenditures table above.
The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment).
KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station. The pennit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River. KCP&L has applied for a renewal of this pern1it and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. Great Plains Energy and KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a significant impact on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.
Estimated costs to comply with Section 3 l 6(b) of the Clean Water Act are included in the estimated capital expenditures table above. KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station. The pennit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River. KCP&L has applied for a renewal of this pern1it and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. Great Plains Energy and KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a significant impact on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows. Solid Waste Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations.
Solid Waste Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations. In December 2014, the EPA finalized regulations to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery Act (RCRA) subtitle D to address the risks from the disposal ofCCRs generated from the combustion of coal at electric generating facilities. The Companies use coal in generating electricity and dispose of the CCRs in both on-site facilities and facilities owned by third paiiies. KCP&L's Iatan, La Cygne, and Montrose Stations and GMO's Sibley Station have on-site facilities affected by the rule. l11e mle requires periodic assessments; groundwater monitoring; location restrictions; design and operating requirements; recordkeeping and notifications; and closure, among other requirements, for CCR units. The rule was promulgated in the Federal Register on April 17, 2015, and became effective six months after promulgation with various obligations effective at specified times within the rule. Estimated capital costs to comply with the CCR rule are included in the estimated capital expenditures table above. Certain requirements of the rule would require Great Plains Energy or KCP&L to expedite or incur additional capital expenditures in the future.
In December 2014, the EPA finalized regulations to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery Act (RCRA) subtitle D to address the risks from the disposal ofCCRs generated from the combustion of coal at electric generating facilities.
Great Plains Energy and KCP&L have AROs on their balance sheets for closure and post-closure of ponds and landfills containing CCRs. Certain requirements of the rule could in the future require further evaluation of the expected method of compliance and refinement of assumptions underlying the cost estimates for closure and post-closure. Great Plains Energy's and KCP&L's AROs could increase from the amounts presently recorded.
The Companies use coal in generating electricity and dispose of the CCRs in both on-site facilities and facilities owned by third paiiies. KCP&L's Iatan, La Cygne, and Montrose Stations and GMO's Sibley Station have on-site facilities affected by the rule. l11e mle requires periodic assessments; groundwater monitoring; location restrictions; design and operating requirements; recordkeeping and notifications; and closure, among other requirements, for CCR units. The rule was promulgated in the Federal Register on April 1 7, 2015, and became effective six months after promulgation with various obligations effective at specified times within the rule. Estimated capital costs to comply with the CCR rule are included in the estimated capital expenditures table above. Certain requirements of the rule would require Great Plains Energy or KCP&L to expedite or incur additional capital expenditures in the future. Great Plains Energy and KCP&L have AROs on their balance sheets for closure and post-closure of ponds and landfills containing CCRs. Certain requirements of the rule could in the future require further evaluation of the expected method of compliance and refinement of assumptions underlying the cost estimates for closure and post-closure.
104
Great Plains Energy's and KCP&L's AROs could increase from the amounts presently recorded.
 
104 Table of Contents Remediation Certain federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), hold current and previous owners or operators of contaminated facilities and persons who arranged for the disposal or treatment of hazardous substances liable for the cost of investigation and cleanup. CERCLA and other laws also authorize the EPA and other agencies to issue orders compelling potentially responsible parties to clean up sites that are detennined to present an actual or potential threat to human health or the environment.
Table of Contents Remediation Certain federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA),
GMO retains some environmental liability for several operations and investments it no longer owns. In addition, GMO also owns, or has acquired liabilities from companies that once owned or operated, former manufactured gas plant (MGP) sites, which are subject to the supervision of the EPA and various state environmental agencies.
hold current and previous owners or operators of contaminated facilities and persons who arranged for the disposal or treatment of hazardous substances liable for the cost of investigation and cleanup. CERCLA and other laws also authorize the EPA and other agencies to issue orders compelling potentially responsible parties to clean up sites that are detennined to present an actual or potential threat to human health or the environment. GMO retains some environmental liability for several operations and investments it no longer owns. In addition, GMO also owns, or has acquired liabilities from companies that once owned or operated, former manufactured gas plant (MGP) sites, which are subject to the supervision of the EPA and various state environmental agencies.
At December 31, 2017 and 2016, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site. The amount accrued was established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which the accrued amount may be paid. In addition to the $0.3 million accrual above, at December 31, 2017 and 2016, Great Plains Energy had $1.5 million and $1.4 million, respectively, accrued for the future investigation and remediation of certain additional GMO identified MGP sites and retained liabilities.
At December 31, 2017 and 2016, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site. The amount accrued was established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which the accrued amount may be paid.
This estimate was based upon review of the potential costs associated with conducting investigative and remedial actions at identified sites, as well as the likelihood of whether such actions will be necessary.
In addition to the $0.3 million accrual above, at December 31, 2017 and 2016, Great Plains Energy had $1.5 million and $1.4 million, respectively, accrued for the future investigation and remediation of certain additional GMO identified MGP sites and retained liabilities. This estimate was based upon review of the potential costs associated with conducting investigative and remedial actions at identified sites, as well as the likelihood of whether such actions will be necessary. This estimate could change materially after further investigation, and could also be affected by the actions of environmental agencies and the financial viability of other potentially responsible parties; however, given the uncertainty of these items the possible loss or range of loss in excess of the amount accrued is not estimable.
This estimate could change materially after further investigation, and could also be affected by the actions of environmental agencies and the financial viability of other potentially responsible parties; however, given the uncertainty of these items the possible loss or range of loss in excess of the amount accrued is not estimable.
GMO has pursued recovery ofremediation costs from insurance carriers and other potentially responsible parties. As a result of a settlement with an insurance carrier, approximately $1.6 million in insurance proceeds less an annual deductible is available to GMO to recover qualified MGP remediation expenses. GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted.
GMO has pursued recovery ofremediation costs from insurance carriers and other potentially responsible parties. As a result of a settlement with an insurance carrier, approximately  
Contractual Commitments Great Plains Energy's and KCP&L's expenses related to lease commitments are detailed in the following table.
$1.6 million in insurance proceeds less an annual deductible is available to GMO to recover qualified MGP remediation expenses.
2017                                    2016                                        2015 (millions)
GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted. Contractual Commitments Great Plains Energy's and KCP&L's expenses related to lease commitments are detailed in the following table. Great Plains Energy KCP&L $ 2017 14.2 13.l $ 2016 (millions) 15.0 13.7 $ 2015 16.8 15.0 Great Plains Energy's and KCP&L's contractual commitments at December 31, 2017, excluding pensions and long-term debt, are detailed in the following tables. Great P/ai11.~ E11ergy Lease commitments Operating lease Capital lease Purchase commitments Fuel Power Other Total contractual commitments  
Great Plains Energy                                                                                                                                                   $               14.2                   $                   15.0                   $                   16.8 KCP&L                                                                                                                                                                                13.l                                        13.7                                        15.0 Great Plains Energy's and KCP&L's contractual commitments at December 31, 2017, excluding pensions and long-term debt, are detailed in the following tables.
$ $ 2018 12.1 $ 0.4 210.4 47.3 20.9 291.l $ ****-----****'-*~-*****-****----*
Great P/ai11.~ E11ergy 2018                                    2019                          2020                      2021                                2022                              After 2022                                    Total Lease commitments                                                                                                                     (millions)
2019 9.3 $ 0.4 180.1 47.3 14.7 251.8 $ *****------***-**-*--------****
Operating lease                    $           12.1                   $                   9.3           $        9.7          $                9.7              $                 9.5                  $               101.0                    $                151.3 Capital lease                                    0.4                                      0.4                      0.4                            0.4                               0.4                                          2.7                                        4.7 Purchase commitments Fuel                                        210.4                                      180.1                     67.3                             5.1                            37.4                                        80.7                                    581.0 Power                                          47.3                                      47.3                    47.3                            47.4                              47.6                                    414.6                                      651.5 Other                                          20.9                                      14.7                      6.7                            5.5                                2.4                                     35.9                                        86.1 Total contractual commitments        $      291.l                      $            251.8                $    131.4           $               68.1               $             97.3                     $               634.9                     $           1,474.6 105
2020 2021 2022 After 2022 Total (millions) 9.7 $ 9.7 $ 9.5 $ 101.0 $ 151.3 0.4 0.4 0.4 2.7 4.7 67.3 5.1 37.4 80.7 581.0 47.3 47.4 47.6 414.6 651.5 6.7 5.5 2.4 35.9 86.1 131.4 $ 68.1 $ 97.3 $ 634.9 $ 1,474.6 105 ""*-****-.--<-<----~---
                                          ****-----****'-*~-*****-****----* *****------***-**-*--------****       ""*-****-.--<-<----~--- "--***-<s~<*--.-*****,m-*---******-V*W*< . **********,-**-***-******-,>>---**********-*-*-**,-******--***-~***** ****--******---*****-----**---***
"--***-<s~<*--.-*****,m-*---******-V*W*< . **********,-**-***-******-,>>---**********-*-*-**,-******--***-~*****
 
****--******---*****-----**---***
Table of Contents KCP&L 2018          2019            2020          2021          2022          After 2022    Total Lease commitments                                                                    (millions)
Table of Contents KCP&L 2018 2019 2020 2021 2022 After 2022 Total Lease commitments (millions)
Operating lease                  $      11.3    $       9.3    $        9.7  $        9.7  $      9.5    $      101.0 $     150.5 Capital lease                               0.2           0.2             0.2             0.2         0.2             1.4         2.4 Purchase commitments Fuel                                     177.5           159.8           51.8               5.1       37.4             80.7       512.3 Power                                     34.8           34.8           34.8             34.9         35.1           289.8       464.2 Other                                     20.0           12.7             5.8             4.6           1.6           31.4       76.l Total contractual commitments       $     243.8     $   216.8     $     102.3   $       54.5 $     83.8   $     504.3 $   1,205.5 Great Plains Energy's and KCP&L's lease commitments end in 2048. Operating lease commitments include rail cars to serve jointly-owned generating units where KCP&L is the managing partner. Of the amounts included in the table above, KCP&L will be reimbursed by the other owners for approximately $1.2 million in 2018 and approximately $0.4 million per year from 2019 to 2025, for a total of
Operating lease $ 11.3 $ 9.3 $ 9.7 $ 9.7 $ 9.5 $ 101.0 $ 150.5 Capital lease 0.2 0.2 0.2 0.2 0.2 1.4 2.4 Purchase commitments Fuel 177.5 159.8 51.8 5.1 37.4 80.7 512.3 Power 34.8 34.8 34.8 34.9 35.1 289.8 464.2 Other 20.0 12.7 5.8 4.6 1.6 31.4 76.l Total contractual commitments  
$4.0 million.
$ 243.8 $ 216.8 $ 102.3 $ 54.5 $ 83.8 $ 504.3 $ 1,205.5 Great Plains Energy's and KCP&L's lease commitments end in 2048. Operating lease commitments include rail cars to serve owned generating units where KCP&L is the managing partner. Of the amounts included in the table above, KCP&L will be reimbursed by the other owners for approximately  
Fuel commitments consist of commitments for nuclear fuel, coal and coal transportation. Power commitments consist of commitments for renewable energy under power purchase agreement~. Other represents individual commitments entered into in the ordinary course of business.
$1.2 million in 2018 and approximately  
: 16. LEGAL PROCEEDINGS GMO Western Energy Crisis ln response lo complaints of excessive prices in the California energy markets, FERC issued an order in July 2001 requiring net sellers of power in the California markets from October 2, 2000, through June 20, 200 l, at prices above a FERC-determined competitive market clearing price, to make refunds to net purchasers of power in the California market during that time period. MPS Merchant was a net purchaser of power during the refund period.
$0.4 million per year from 2019 to 2025, for a total of $4.0 million. Fuel commitments consist of commitments for nuclear fuel, coal and coal transportation.
In November 2014, FERC issued an order finding that MPS Merchant engaged in tariff violations during the periods prior to October 2, 2000 (the Summer Period) and ordered refunds in the form of disgorgement of certain revenues. In November 2015 and February 2016, FERC issued additional orders regarding the refunds MPS Merchant owed.
Power commitments consist of commitments for renewable energy under power purchase agreement~.
In October 2016, MPS Merchant reached a settlement agreement, which was subsequently revised in February 201 7, with certain California utilities and governmental agencies that would settle all issues in the case in exchange for $7.5 million of cash consideration as well as MPS Merchant's interest in additional funds it was entitled to during the refund period discussed above. In September 2017, the settlement agreement was approved by FERC and the settlement payment was made by MPS Merchant in October 2017. In accordance with the terms of the settlement agreement, the $7 .5 million of cash consideration accrued interest at the FERC interest rate beginning on January 1, 2017, until the date of the payment of the settlement. At December 31, 2016, Great Plains Energy had accrued for the cash consideration pursuant to the settlement agreement.
Other represents individual commitments entered into in the ordinary course of business.  
: 17. GUARANTEES In the ordinary course of business, Great Plains Energy and certain of its subsidiaries enter into various agreement~ providing financial or perfomrnnce assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees and letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiary's intended business purposes. The majority of these agreements guarantee the Company's own future perfmmance, so a liability for the fair value of the obligation is not recorded.
: 16. LEGAL PROCEEDINGS GMO Western Energy Crisis ln response lo complaints of excessive prices in the California energy markets, FERC issued an order in July 2001 requiring net sellers of power in the California markets from October 2, 2000, through June 20, 200 l, at prices above a FERC-determined competitive market clearing price, to make refunds to net purchasers of power in the California market during that time period. MPS Merchant was a net purchaser of power during the refund period. In November 2014, FERC issued an order finding that MPS Merchant engaged in tariff violations during the periods prior to October 2, 2000 (the Summer Period) and ordered refunds in the form of disgorgement of certain revenues.
106
In November 2015 and February 2016, FERC issued additional orders regarding the refunds MPS Merchant owed. In October 2016, MPS Merchant reached a settlement agreement, which was subsequently revised in February 201 7, with certain California utilities and governmental agencies that would settle all issues in the case in exchange for $7.5 million of cash consideration as well as MPS Merchant's interest in additional funds it was entitled to during the refund period discussed above. In September 2017, the settlement agreement was approved by FERC and the settlement payment was made by MPS Merchant in October 2017. In accordance with the terms of the settlement agreement, the $7 .5 million of cash consideration accrued interest at the FERC interest rate beginning on January 1, 2017, until the date of the payment of the settlement.
 
At December 31, 2016, Great Plains Energy had accrued for the cash consideration pursuant to the settlement agreement.  
Table of Contents At December 31, 2017, Great Plains Energy has provided $133.5 million of credit support for GMO as follows:
: 17. GUARANTEES In the ordinary course of business, Great Plains Energy and certain of its subsidiaries enter into various agreement~
Great Plains Energy direct guarantees to GMO counterparties tot1ling $38.0 million, which expire in 2018 and Great Plains Energy guarantee of GMO long-term debt totaling $95.5 million, which includes debt with maturity dates ranging from 2018 to 2023.
providing financial or perfomrnnce assurance to third parties on behalf of certain subsidiaries.
Great Plains Energy has also guaranteed GMO's commercial paper program. At December 31, 2017, GMO had $209.3 million commercial paper outstanding.
Such agreements include, for example, guarantees and letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiary's intended business purposes.
: 18. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS KCP&L employees manage GMO's business and operate its facilities at cost, including GMO's 18% ownership interest in KCP&L's Iatan Nos. 1 and 2. The operating expenses and capital costs billed from KCP&L to GMO were $196.3 million for 2017, $194.4 million for2016 and $183.6 million for 2015.
The majority of these agreements guarantee the Company's own future perfmmance, so a liability for the fair value of the obligation is not recorded.
KCP&L and GMO are also authorized to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO from Great Plains Energy and between KCP&L and GMO. At December 31, 2017 and 2016, KCP&L had no outstanding receivables or payables under the money pool.
106 Table of Contents At December 31, 2017, Great Plains Energy has provided $133.5 million of credit support for GMO as follows: Great Plains Energy direct guarantees to GMO counterparties tot1ling $38.0 million, which expire in 2018 and Great Plains Energy guarantee of GMO long-term debt totaling $95.5 million, which includes debt with maturity dates ranging from 2018 to 2023. Great Plains Energy has also guaranteed GMO's commercial paper program. At December 31, 2017, GMO had $209.3 million commercial paper outstanding.  
The following table summarizes KCP&L's related party net receivables.
: 18. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS KCP&L employees manage GMO's business and operate its facilities at cost, including GMO's 18% ownership interest in KCP&L's Iatan Nos. 1 and 2. The operating expenses and capital costs billed from KCP&L to GMO were $196.3 million for 2017, $194.4 million for2016 and $183.6 million for 2015. KCP&L and GMO are also authorized to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO from Great Plains Energy and between KCP&L and GMO. At December 31, 2017 and 2016, KCP&L had no outstanding receivables or payables under the money pool. The following table summarizes KCP&L's related party net receivables.
December 31 2017                       2016 (millions)
December 31 2017 (millions)
Net receivable from GMO                                                                       $           65.8             $         64.6 Net receivable from Great Plains Energy                                                                     18.9                       2.6
Net receivable from GMO $ 65.8 $ Net receivable from Great Plains Energy 18.9 19. FAIR VALUE MEASUREMENTS 2016 64.6 2.6 GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad categories, giving the highest priority to quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. A definition of the various levels, as well as discussion of the various measurements within the levels, is as follows: Level 1 -Unadjusted quoted prices for identical assets or liabilities in active markets that Great Plains Energy and KCP&L have access to at the measurement date. Level 2 -Market-based inputs for assets or liabilities that are observable (either directly or indirectly) or inputs that are not observable but are corroborated by market data. Level 3 -Unobservable inputs, reflecting Great Plains Energy's and KCP&L's own assumptions about the assumptions market participants would use in pricing the asset or liability.
: 19. FAIR VALUE MEASUREMENTS GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad categories, giving the highest priority to quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. A definition of the various levels, as well as discussion of the various measurements within the levels, is as follows:
Level 1 - Unadjusted quoted prices for identical assets or liabilities in active markets that Great Plains Energy and KCP&L have access to at the measurement date.
Level 2 - Market-based inputs for assets or liabilities that are observable (either directly or indirectly) or inputs that are not observable but are corroborated by market data.
Level 3 - Unobservable inputs, reflecting Great Plains Energy's and KCP&L's own assumptions about the assumptions market participants would use in pricing the asset or liability.
Great Plains Energy and KCP&L record cash and cash equivalents and short-tenn borrowings on the balance sheet at cost, which approximates fair value due to the short-term nature of these instmments.
Great Plains Energy and KCP&L record cash and cash equivalents and short-tenn borrowings on the balance sheet at cost, which approximates fair value due to the short-term nature of these instmments.
107 Table of Contents Interest Rate Derivatives In June 2016, Great Plains Energy entered into four interest rate swaps, with a total notional amount of $4.4 billion, to hedge against interest rate fluctuations on foture issuances of long-term debt expected to be issued to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.
107
The interest rate swaps were designated as economic hedges hedging derivatives).
 
Settlement of the interest rate swaps was contingent on the consummation of the acquisition of Westar. In March 2017, in connection with Great Plains Energy's $4.3 billion senior note issuance, the settlement value of the interest rate swaps
Table of Contents Interest Rate Derivatives In June 2016, Great Plains Energy entered into four interest rate swaps, with a total notional amount of $4.4 billion, to hedge against interest rate fluctuations on foture issuances of long-term debt expected to be issued to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement. The interest rate swaps were designated as economic hedges (non-hedging derivatives). Settlement of the interest rate swaps was contingent on the consummation of the acquisition of Westar. In March 2017, in connection with Great Plains Energy's $4.3 billion senior note issuance, the settlement value of the interest rate swaps to Great Plains Energy of$ l 40.6 million was fixed.
In July 20 l 7, the interest rate swap agreements were amended to make their cash settlement contingent on the consummation of the anticipated merger with Westar under the Amended Merger Agreement by November 30, 2018. Also in July 2017, Great Plains Energy redeemed its $4.3 billion senior notes that the interest rate swaps were entered into to hedge.
The fair value oftbe interest rate swaps recorded on Great Plains Energy's balance sheets reflects a contingency factor that management
KCP&L The Audit Committee of the Great Plains Energy Board functions as the Audit Committee ofKCP&L. The following table sets forth the aggregate fees billed by Deloitte & Touche LLP for audit services rendered in connection with the consolidated financial statements and reports for 2017 and 2016 and for other services rendered during 2017 and 2016 on behalf of KCP&L, as well as all out-of-pocket costs incurred in connection with these services:
KCP&L The Audit Committee of the Great Plains Energy Board functions as the Audit Committee ofKCP&L. The following table sets forth the aggregate fees billed by Deloitte & Touche LLP for audit services rendered in connection with the consolidated financial statements and reports for 2017 and 2016 and for other services rendered during 2017 and 2016 on behalf of KCP&L, as well as all out-of-pocket costs incurred in connection with these services:
Fee Category Audit Fees Audit-Related Fees Tax Fees All Other Fees Total Fees $ $ 2017 1,304,550  
Fee Category                                                                                                     2017            2016 Audit Fees                                                                                                 $     1,304,550 $     1,184,550 Audit-Related Fees                                                                                                  22,000           21,000 Tax Fees                                                                                                            24,905           24,822 All Other Fees Total Fees                                                                                                $      1,351,455 $     1,230,372 Audit Fees: Consists offees billed for professional services rendered for the audits of the annual consolidated financial statements of KCP&L and reviews of the interim condensed consolidated financial statements included in quarterly reports. Audit fees also include:
$ 22,000 24,905 1,351,455  
services provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements; audit reports on audits of the effectiveness of internal control over financial reporting and other attest services, except those not required by statute or regulation; services related to filings with the SEC, including comfort letters, consents and assistance with and review of documents filed with the SEC; and accounting research in support of the audit.
$ 2016 1,184,550 21,000 24,822 1,230,372 Audit Fees: Consists offees billed for professional services rendered for the audits of the annual consolidated financial statements of KCP&L and reviews of the interim condensed consolidated financial statements included in quarterly reports. Audit fees also include: services provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements; audit reports on audits of the effectiveness of internal control over financial reporting and other attest services, except those not required by statute or regulation; services related to filings with the SEC, including comfort letters, consents and assistance with and review of documents filed with the SEC; and accounting research in support of the audit. Audit-Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements ofKCP&L and are not reported under "Audit Fees". These services include consultation concerning financial accounting and reporting standards.
Audit-Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements ofKCP&L and are not reported under "Audit Fees". These services include consultation concerning financial accounting and reporting standards.
Tax Fees: Consists of fees billed for tax compliance and related support of tax returns and other tax services, including assistance with tax audits, and tax research and planning.
Tax Fees: Consists of fees billed for tax compliance and related support of tax returns and other tax services, including assistance with tax audits, and tax research and planning.
All Other Fees: Consists of fees for all other services other than those described above. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services The Audit Committee has adopted policies and procedures for the pre-approval of all audit services, audit-related services, tax services and other services to be provided by the independent registered public accounting firm for KCP&L. The Audit Committee's policy is to pre-approve all audit, audit-related, tax or other services to be provided by the independent registered public accounting finn. Under these policies and procedures, the Audit Committee may pre-approve
All Other Fees: Consists of fees for all other services other than those described above.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services The Audit Committee has adopted policies and procedures for the pre-approval of all audit services, audit-related services, tax services and other services to be provided by the independent registered public accounting firm for KCP&L. The Audit Committee's policy is to pre-approve all audit, audit-related, tax or other services to be provided by the independent registered public accounting finn. Under these policies and procedures, the Audit Committee may pre-approve certain types of services, up to the aggregate fee levels it sets.
Any proposed service within a pre-approved type of service that would cause the applicable fee level to be exceeded cannot be provided unless the Audit Committee either amends the applicable fee level or specifically approves the proposed service. The Audit Committee, as well, may specifically approve audit, audit-related, tax or other services on a case-by-case basis. Pre-approval is generally provided for up to one year, unless the Audit Committee specifically provides for a different period. The Company provides quarterly updates to the Audit Committee regarding actual fees spent with respect to pre-approved services. The Chairman of the Audit Committee may pre-
+ Indicates management contract or compensatory plan or arrangement.
+ Indicates management contract or compensatory plan or arrangement.
Copies of any of the exhibit'>
Copies of any of the exhibit'> filed with the SEC in connection with this document may be obtained from KCP&L upon written request.
filed with the SEC in connection with this document may be obtained from KCP&L upon written request. The registrants agree to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed I 0% of total assets of such registrant and its subsidia1ies on a conso Ii dated basis. 141 Table of Contents Schedule I -Parent Company Financial Statements GREAT PLAINS ENERGY INCORPORATED Statements of Comprehensive Income (Loss) of Parent Company Year Ended December 31 Operating Expenses General and administrative Costs to achieve the anticipated merger with Westar Energy, Inc. General taxes Total Operating Joss Other Income (Expense)
The registrants agree to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed I 0% of total assets of such registrant and its subsidia1ies on a conso Ii dated basis.
Equity in earnings from subsidiaries Non-operating income Loss on extinguishment of debt Loss on Series B Preferred Stock dividend make-whole provisions Total Interest (charges) income Income (Joss) before income taxes Income tax (expense) benefit Net income (loss) Preferred stock dividend requirements and redemption premium Earnings (loss) available for common shareholders Average number ofb_asie common shares outstanding Average number of diluted conunon shares outstanding Basic and diluted earnings (loss) per common share Comprehensive Income N ct income (loss) Other comprehensive income Derivative hedging activity Reclassification to expenses Income tax expense Net reclassification to expenses Derivative hedging activity, net of tax Other comprehensive income from subsidiaries, net of tax Total other comprehensive income Comprehensive income (loss) The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.
141
142 $ $ $ $ $ 2017 2016 2015 (millions, except per share amounts) 2.3 $ 2.7 $ 0.9 16.1 18.3 0.1 0.1 0.2 18.5 21.l l.l (18.5) (21.l) (l.l) 141.4 287.5 220.9 51.5 31.3 29.7 (82.8) (124.8) (14.7) 318.8 250.6 (125.6) 2.6 (40.3) (158.8) 300.3 209.2 52.6 (10.3) 3.8 (106.2) 290.0 213.0 37.3 ]6.5 1.6 (143.5) $ 273.5 $ 211.4 215.5 169.4 154.2 215.5 169.8 ]54.8 (0.67) $ 1.61 $ 1.37 (106.2) $ 290.0 $ 213.0 0.4 0.4 0.5 (0.1) (0.2) (0.1) 0.3 0.2 0.4 0.3 0.2 0.4 4.1 5.2 6.3 4.4 5.4 6.7 (101.8) $ 295.4 $ 219.7 Table of Contents GREAT PLAINS ENERGY INCORPORATED Balance Sheets of Parcn t Company ASSETS Current Assets Cash and cash equivalents Time deposit Accounts receivable from subsidiaries Notes receivable from subsidiaries Interest rate derivative instruments Other Total Investments and Other Assets Investment in KCP&L Investment in other subsidiaries Note receivable from subsidiaries Deferred income taxes Other Total Total LIABILITIES AND CAPITALIZATION Current Liabilities Notes payable Current maturities of long-term debt Accounts payable to subsidiaries Accrued taxes Accrued interest Other Total Deferred Credits and Other Liabilities Capitalization Great Plains Ener!,,Y shareholders' equity Common stock -600,000,000 shares authorized without par value 215,801,723 and 215,479,105 shares issued, stated value Preference stock -l l,000,000 shares authorized without par value 7.00% Series B Mandatory Convertible Preferred Stock $1,000 per share liquidation preference, 0 and 862,500 shares issued and outstanding Retained earnings Treasury stock-137,589 and 128,087 shares, at cost Accumulated other comprehensive loss Total shareholders' equity Long-term debt Total Commitments and Contingencies Total The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.
 
143 $ $ $ $ Deccmber31 2017 2016 (millions, except share amounts) 1,114.2 $ 1,283.9 1,000.0 34.8 10.6 2.0 2.0 91.4 79.3 2.3 26.1 1,244.7 2,401.9 2,513.2 2,541.5 1,240.1 1,341.6 634.9 634.9 11.6 12.8 1.0 16.3 4,400.8 4,547.1 5,645.5 $ 6,949.0 11.0 $ 100.0 21.7 10.8 12.9 2.1 10.l 5.9 12.8 40.7 146.6 1.8 2.2 4,233.1 4,217.0 836.2 737.9 1,119.2 (4.0) (3.8) (2.2) (6.6) 4.964.8 6,162.0 638.2 638.2 5,603.0 6,800.2 5,645.5 $ 6,949.0 ----*----------------------------------------------------
Table of Contents Schedule I - Parent Company Financial Statements GREAT PLAINS ENERGY INCORPORATED Statements of Comprehensive Income (Loss) of Parent Company Year Ended December 31                                                                                             2017              2016            2015 Operating Expenses                                                                                                     (millions, except per share amounts)
Table of Contents GREAT PLAINS ENERGY INCORPORATED Statements of Cash Flows of Parent Company Year Ended December 3 l 2017 2016 2015 Cash Flows from Operating Activities (millions)
General and administrative                                                                                     $      2.3    $          2.7    $          0.9 Costs to achieve the anticipated merger with Westar Energy, Inc.                                                       16.1              18.3 General taxes                                                                                                           0.1                0.1              0.2 Total                                                                                                               18.5              21.l              l.l Operating Joss                                                                                                         (18.5)            (21.l)            (l.l)
Net income (loss) $ (106.2) $ 290.0 $ 213.0 Adjustments to reconcile income (loss) to net cash from operating activities:
Other Income (Expense)
Amortization 26.2 30.4 0.8 Deferred income taxes, net 2.3 21.8 (1.7) Equity in earnings from subsidiaries (141.4) (287.5) (220.9) Fair value impact of interest rate swaps (12.1) (79.3) Loss on Series B Preferred Stock dividend make-whole provisions 124.8 Loss on extinguishment of debt 82.8 Cash flows affected by changes in: Accounts receivable from subsidiaries (21.6) (9.8) (0.1) Accounts payable to subsidiaries 10.9 (20.9) 1.3 Other accounts payable (2.2) 7.0 Accrued taxes (12.9) 8.4 0.3 Accrued interest (8.0) 6.0 Cash dividends from subsidiaries 275.0 239.0 157.0 Otber 22.3 8.0 8.7 Net cash from operating activities 239.9 213.1 158.4 Cash Flows from Investing Activities Purchase of time deposit (l,000.o)
Equity in earnings from subsidiaries                                                                                   141.4            287.5            220.9 Non-operating income                                                                                                     51.5              31.3            29.7 Loss on extinguishment of debt                                                                                         (82.8)
Proceeds from time deposit 1,000.0 lntercompany lending (1.4) Net money pool lending 3.7 (0.4) Investment in subsidiary (0.6) (7.3) (7.8) Net cash from investing activities 999.4 (1,003.6)
Loss on Series B Preferred Stock dividend make-whole provisions                                                       (124.8)
(9.6) Cash Flows from Financing Activities Issuance of common stock 2.9 1,603.7 3.0 Issuance of preferred stock 862.5 Issuance oflong-terrn debt 4,291.9 lssuance fees (32.2) (143.4) Repayment oflong-tenn debt, including redemption premium (4,443.0)
Total                                                                                                              (14.7)           318.8            250.6 Interest (charges) income                                                                                             (125.6)               2.6            (40.3)
Net change in short-term borrowings 11.0 (10.0) 6.0 Dividends paid (272.0) (194.0) (155.5) Redemption of preferred stock (963.4) (40.1) Otber financing activities (4.2) (4.3) (2.3) Net cash from financing activities (1,409.0) 2,074.4 (148.8) Net Change in Cash and Cash Equivalents (169.7) 1,283.9 Cash and Cash Equivalents at Beginning of Year 1,283.9 Cash and Cash Equivalents at End of Year $ 1,114.2 $ I,283.9 $ The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.
Income (Joss) before income taxes                                                                                    (158.8)             300.3            209.2 Income tax (expense) benefit                                                                                            52.6            (10.3)              3.8 Net income (loss)                                                                                                     (106.2)            290.0            213.0 Preferred stock dividend requirements and redemption premium                                                            37.3              ]6.5              1.6 Earnings (loss) available for common shareholders                                                                $  (143.5)    $       273.5    $       211.4 Average number ofb_asie common shares outstanding                                                                      215.5              169.4            154.2 Average number of diluted conunon shares outstanding                                                                  215.5              169.8            ]54.8 Basic and diluted earnings (loss) per common share                                                                $    (0.67)   $        1.61    $        1.37 Comprehensive Income N ct income (loss)                                                                                               $  (106.2)    $      290.0    $      213.0 Other comprehensive income Derivative hedging activity Reclassification to expenses                                                                                          0.4                0.4              0.5 Income tax expense                                                                                                  (0.1)             (0.2)           (0.1)
Net reclassification to expenses                                                                                    0.3                0.2              0.4 Derivative hedging activity, net of tax                                                                          0.3               0.2              0.4 Other comprehensive income from subsidiaries, net of tax                                                                  4.1                5.2               6.3 Total other comprehensive income                                                                                          4.4                5.4              6.7 Comprehensive income (loss)                                                                                        $  (101.8)     $      295.4    $      219.7 The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.
142
 
Table of Contents GREAT PLAINS ENERGY INCORPORATED Balance Sheets of Parcn t Company Deccmber31 2017                  2016 ASSETS                                                                                                      (millions, except share amounts)
Current Assets Cash and cash equivalents                                                                              $     1,114.2        $     1,283.9 Time deposit                                                                                                                        1,000.0 Accounts receivable from subsidiaries                                                                            34.8                10.6 Notes receivable from subsidiaries                                                                                  2.0                  2.0 Interest rate derivative instruments                                                                              91.4                79.3 Other                                                                                                              2.3                26.1 Total                                                                                                        1,244.7              2,401.9 Investments and Other Assets Investment in KCP&L                                                                                          2,513.2               2,541.5 Investment in other subsidiaries                                                                              1,240.1             1,341.6 Note receivable from subsidiaries                                                                                634.9                634.9 Deferred income taxes                                                                                            11.6                 12.8 Other                                                                                                              1.0                16.3 Total                                                                                                    4,400.8              4,547.1 Total                                                                                              $    5,645.5        $    6,949.0 LIABILITIES AND CAPITALIZATION Current Liabilities Notes payable                                                                                          $        11.0        $
Current maturities of long-term debt                                                                                                  100.0 Accounts payable to subsidiaries                                                                                 21.7                10.8 Accrued taxes                                                                                                                          12.9 Accrued interest                                                                                                    2.1                10.l Other                                                                                                               5.9                12.8 Total                                                                                                         40.7                146.6 Deferred Credits and Other Liabilities                                                                               1.8                  2.2 Capitalization Great Plains Ener!,,Y shareholders' equity Common stock - 600,000,000 shares authorized without par value 215,801,723 and 215,479,105 shares issued, stated value                                                   4,233.1              4,217.0 Preference stock - l l,000,000 shares authorized without par value 7.00% Series B Mandatory Convertible Preferred Stock
            $1,000 per share liquidation preference, 0 and 862,500 shares issued and outstanding                                         836.2 Retained earnings                                                                                           737.9              1,119.2 Treasury stock- 137,589 and 128,087 shares, at cost                                                           (4.0)                (3.8)
Accumulated other comprehensive loss                                                                           (2.2)                (6.6)
Total shareholders' equity                                                                                4.964.8              6,162.0 Long-term debt                                                                                                   638.2                638.2 Total                                                                                                     5,603.0              6,800.2 Commitments and Contingencies Total                                                                                               $      5,645.5        $    6,949.0 The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.
143
 
Table of Contents GREAT PLAINS ENERGY INCORPORATED Statements of Cash Flows of Parent Company Year Ended December 3 l                                                                                      2017           2016           2015 Cash Flows from Operating Activities                                                                                      (millions)
Net income (loss)                                                                                          $  (106.2)  $       290.0  $    213.0 Adjustments to reconcile income (loss) to net cash from operating activities:
Amortization                                                                                                26.2             30.4          0.8 Deferred income taxes, net                                                                                    2.3             21.8        (1.7)
Equity in earnings from subsidiaries                                                                      (141.4)          (287.5)      (220.9)
Fair value impact of interest rate swaps                                                                    (12.1)            (79.3)
Loss on Series B Preferred Stock dividend make-whole provisions                                            124.8 Loss on extinguishment of debt                                                                              82.8 Cash flows affected by changes in:
Accounts receivable from subsidiaries                                                                      (21.6)            (9.8)      (0.1)
Accounts payable to subsidiaries                                                                            10.9            (20.9)          1.3 Other accounts payable                                                                                        (2.2)            7.0 Accrued taxes                                                                                              (12.9)              8.4          0.3 Accrued interest                                                                                              (8.0)            6.0 Cash dividends from subsidiaries                                                                                275.0           239.0        157.0 Otber                                                                                                            22.3              8.0         8.7 Net cash from operating activities                                                                      239.9            213.1        158.4 Cash Flows from Investing Activities Purchase of time deposit                                                                                                    (l,000.o)
Proceeds from time deposit                                                                                    1,000.0 lntercompany lending                                                                                                                          (1.4)
Net money pool lending                                                                                                              3.7        (0.4)
Investment in subsidiary                                                                                        (0.6)            (7.3)      (7.8)
Net cash from investing activities                                                                      999.4        (1,003.6)        (9.6)
Cash Flows from Financing Activities Issuance of common stock                                                                                          2.9        1,603.7            3.0 Issuance of preferred stock                                                                                                      862.5 Issuance oflong-terrn debt                                                                                    4,291.9 lssuance fees                                                                                                  (32.2)        (143.4)
Repayment oflong-tenn debt, including redemption premium                                                    (4,443.0)
Net change in short-term borrowings                                                                              11.0            (10.0)         6.0 Dividends paid                                                                                                (272.0)         (194.0)       (155.5)
Redemption of preferred stock                                                                                  (963.4)          (40.1)
Otber financing activities                                                                                      (4.2)            (4.3)       (2.3)
Net cash from financing activities                                                                    (1,409.0)        2,074.4        (148.8)
Net Change in Cash and Cash Equivalents                                                                        (169.7)       1,283.9 Cash and Cash Equivalents at Beginning of Year                                                                1,283.9 Cash and Cash Equivalents at End of Year                                                                   $ 1,114.2   $     I,283.9   $
The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.
GREAT PLAINS ENERGY INCORPORATED NOTES TO FINANCIAL STATEMENTS OF PARENT COMPANY The Great Plains Energy Incorporated Notes to Consolidated Financial Statements in Part II, Item 8 should be read in conjunction with the Great Plains Energy Incorporated Parent Company Financial Statements.
GREAT PLAINS ENERGY INCORPORATED NOTES TO FINANCIAL STATEMENTS OF PARENT COMPANY The Great Plains Energy Incorporated Notes to Consolidated Financial Statements in Part II, Item 8 should be read in conjunction with the Great Plains Energy Incorporated Parent Company Financial Statements.
The Great Plains Energy Incorporated Parent Company Financial Statements have been prepared to present the financial position, results of operations and cash flows of Great Plains Energy on a stand-alone basis as a holding company. Investments in subsidiaries are accounted for using the equity method. 144 Table of Contents Schedule lI -Valuation and Qualifying Accounts and Reserves Great Plains Energy Incorporated Valuation and Qualifying Accounts Years Ended December 31, 2017, 2016 and 2015 Additions Charged Balance At To Costs Charged Balance Beginning And To Other At End Description Of Period Expenses Accounts Deductions Of Period Y car Ended December 3 I, 2017 (millions)
The Great Plains Energy Incorporated Parent Company Financial Statements have been prepared to present the financial position, results of operations and cash flows of Great Plains Energy on a stand-alone basis as a holding company. Investments in subsidiaries are accounted for using the equity method.
Allowance foruncollectible accounts $ 4.0 $ 10.5 $ 8.1 (a) $ 17.9 (b) $ 4.7 Legal reserves 16.1 0.8 9.2 (c) 7.7 Environmental reserves 1.7 0.1 1.8 Tax valuation allowance 16.4 11.3 4.7 (d) 23.0 Year Ended December 31, 2016 Allowance foruncollectible accounts $ 3.8 $ 9.0 $ 8.1 (a) $ 16.9 (b) $ 4.0 Legal reserves 5.9 10.4 0.2 (c) 16.1 Environmental reserves 1.7 1.7 Tax valuation allowance 19.9 0.1 3.6 (d) 16.4 Year Ended December 31, 2015 Allowance foruncollectiblc accounts $ 2.8 $ 10.5 $ 8.7 (a) $ 18.2 (b) $ 3.8 Legal reserves 4.7 2.6 1.4 (c) 5.9 Environmental reserves 1.7 1.7 Tax valuation allowance 16.6 4.9 1.6 (d) 19.9 (a) Recoveries. (b) Uncollectible accounts charged off. (c) Payment of claims/settlements. (d) Reversal of tax valuation allowance.
144
145 Table of Contents Kansas City Power & Light Company Valuation and Qualifying Accounts Years Ended December 31, 2017, 2016 and 2015 Additions Charged Balance At To Costs Charged Balance Beginning And To Other At End Description Of Period Expenses Accounts Deductions Of Period Year Ended December 31, 2017 (millions)
 
Allowance for uncollectible accounts $ 1.8 $ 7.5 $ 5.6 (a) $ 12.7 (b) $ 2.2 Legal reserves 15.1 9.0 (c) 6.1 Environmental reserves 0.3 0.3 Tax valuation allowance 1.2 1.2 (d) Year Ended December 31, 2016 Allowance for uncollectible accounts $ 1.8 $ 6.4 $ 5.5 (a) $ 11.9 (b) $ 1.8 Legal reserves 5.3 9.8 (c) 15.1 Environmental reserves 0.3 0.3 Tax valuation allowance 0.7 0.7 Year Ended December 31, 2015 Allowance for uncollectiblc accounts $ 1.2 $ 7.1 $ 5.8 (a) $ 12.3 (b) $ 1.8 Legal reserves 2.9 2.6 0.2 (c) 5.3 Environmental reserves 0.3 0.3 Tax valuation allowance 0.7 0.7 (a) Recoveries. (b) Uncollectible accounts charged off. (c) Payment of claims/settlements. (d) Reversal of tax valuation allowance.
Table of Contents Schedule lI - Valuation and Qualifying Accounts and Reserves Great Plains Energy Incorporated Valuation and Qualifying Accounts Years Ended December 31, 2017, 2016 and 2015 Additions Charged Balance At         To Costs           Charged                           Balance Beginning             And               To Other                           At End Description             Of Period         Expenses           Accounts         Deductions       Of Period Y car Ended December 3 I, 2017                                                     (millions)
146 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 1 S(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Allowance foruncollectible accounts $         4.0       $     10.5       $         8.1   (a) $     17.9   (b) $       4.7 Legal reserves                                 16.1               0.8                                 9.2   (c)         7.7 Environmental reserves                         1.7               0.1                                                     1.8 Tax valuation allowance                       16.4             11.3                                 4.7   (d)       23.0 Year Ended December 31, 2016 Allowance foruncollectible accounts   $         3.8       $       9.0       $         8.1   (a) $     16.9   (b) $       4.0 Legal reserves                                 5.9             10.4                                 0.2   (c)         16.1 Environmental reserves                         1.7                                                                       1.7 Tax valuation allowance                       19.9               0.1                                 3.6   (d)         16.4 Year Ended December 31, 2015 Allowance foruncollectiblc accounts   $         2.8       $     10.5       $         8.7   (a) $     18.2   (b) $       3.8 Legal reserves                                 4.7               2.6                                 1.4   (c)         5.9 Environmental reserves                         1.7                                                                       1.7 Tax valuation allowance                       16.6               4.9                                 1.6   (d)       19.9 (a) Recoveries.
Date: February 21, 2018 GREAT PLAINS ENERGY INCORPORATED By: Isl Teny Bassham Terry Bassham Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalfofthe registrant and in the capacities and on the dates indicated.
(b) Uncollectible accounts charged off.
Signature  
(c) Payment of claims/settlements.
/s/ Teny Bassham Teny Bassham Isl Kevin E. Bryant Kevin E. Bryant /s/ Steven P. Busser Steven P. Busser David L. Bodde* Randall C. Ferguson, Jr.* Gary D. Forsee* Scott D. Grimes* Thomas D. Hyde* Ann D. Murtlow* Sandra J. Price* John J. Sherman* *By Isl Teny Bassham Terry Bassham Attorney-in-Fact*
(d) Reversal of tax valuation allowance.
Title Chairman, President and Chief Executive Officer (Principal Executive Officer) Senior Vice President
145
-Finance and Strategy and ChiefFinancial Officer (Principal Financial Officer) Vice President
 
-Risk Management and Controller (Principal Accounting Officer) Director Director Director Director Director Director Director Director 147 ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) February 21, 2018 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or l 5(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Table of Contents Kansas City Power & Light Company Valuation and Qualifying Accounts Years Ended December 31, 2017, 2016 and 2015 Additions Charged Balance At         To Costs             Charged                           Balance Beginning           And               To Other                           At End Description           Of Period         Expenses             Accounts         Deductions       Of Period Year Ended December 31, 2017                                                       (millions)
Date: February 21, 2018 KANSAS CITY POWER & LIGHT COMPANY By: Isl Terry Bassham Terry Bassham Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Allowance for uncollectible accounts $         1.8     $       7.5       $         5.6   (a) $     12.7   (b) $       2.2 Legal reserves                               15.1                                                     9.0   (c)         6.1 Environmental reserves                       0.3                                                                       0.3 Tax valuation allowance                                         1.2                                 1.2   (d)
Signature Isl Teny Bassham Tcny Bassham /s/ Kevin E. Bryant Kevin E. Bryant /s/ Steven P. Busser Steven P. Busser David L. Bodde* Randall C. Ferguson, Jr.* Gary D. Forsee* Scott D. Grimes* Thomas D. Hyde* Ann D. Murtlow* Sandra J. Price* John J. Sherman* *By Isl Terry Bassham Terry Bassham Attorney-in-Fact*
Year Ended December 31, 2016 Allowance for uncollectible accounts $         1.8     $       6.4       $         5.5   (a) $     11.9   (b) $       1.8 Legal reserves                               5.3               9.8                                         (c)         15.1 Environmental reserves                       0.3                                                                       0.3 Tax valuation allowance                       0.7                                                     0.7 Year Ended December 31, 2015 Allowance for uncollectiblc accounts $         1.2     $       7.1       $         5.8   (a) $     12.3   (b) $       1.8 Legal reserves                               2.9               2.6                                   0.2   (c)         5.3 Environmental reserves                       0.3                                                                       0.3 Tax valuation allowance                                         0.7                                                     0.7 (a) Recoveries.
Title Chairman, President and ChiefExeeutive Officer (Principal Executive Officer) Senior Vice President
(b) Uncollectible accounts charged off.
-Finance and Strategy and Chief Financial Officer (Principal Financial Officer) Vice President
(c) Payment of claims/settlements.
-Risk Management and Controller (Principal Accounting Officer) Director Director Director Director Director Director Director Director 148 February 21, 2018 ___ __J 
(d) Reversal of tax valuation allowance.
;,,/ .. '* .. ,:".;',_.
146
KANSAS CITY POWER & LIGHT COMPANY To UNITED lVHSSOURI BANK OF KANSAS CITY, N.A., TRUSTEE General Mortgage Indenture and Deed of Trust Dated as of December 1, 1986 s<<:tion or Mt ----.,CROSS Rl::FERF.NCE SHEET TO TRUST IND&#xa3;NTVRE ACT Of !.939 &.><lion oflndtnture 3JO(a)........
 
.. . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . .* . . . . . . . . .. . . . . . * . . 7.04, 14.01, 14.14, 14.15 3:0(b)............................................................
Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 1S(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
14.12 3!l(a)and(b)  
GREAT PLAINS ENERGY INCORPORATED Date: February 21, 2018                                       By: Isl Teny Bassham Terry Bassham Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalfofthe registrant and in the capacities and on the dates indicated.
....................................................
Signature                                                   Title
14.11 J12{a), (b) an<l (c) * .. .. . ... . . . . . .. .. .... . . . . . .. .. . .. . .. . . . .. . .. . .. 17.01 313(a). (b), (c} :md (d).......  
/s/ Teny Bassham                         Chairman, President and Chief Executive Officer Teny Bassham                             (Principal Executive Officer)
.. .. . . . .. . . . . . . . . .. . ... .. .. .. .. . . .. .. 17,03 3,4(a)..................................  
Isl Kevin E. Bryant                     Senior Vice President - Finance and Strategy and ChiefFinancial Officer )
.. . . . . . . . .. . . . . . . . . . . . . . . . 17.02 314(b) ..............*.*.....*.. , . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . 7.05 3M(c) (l) and (2) ........................................ , . .. . . . . . . 21.01 (b) J[4(c)(3).........................................................
Kevin E. Bryant                         (Principal Financial Officer)                                          )
N-0t appllcabic 314(d)(l)  
                                                                                                                  )
...............  
/s/ Steven P. Busser                     Vice President - Risk Management and Controller                        )
,. . . . . . . .. . . . . .. . .. . . . . . . . . . .. .. . . . . .. . . .. !.03(q), l0.03(b), i0.04(b), IO.OS(a)(ii), l0.06(a) (iii) 3l4(d}(2)  
Steven P. Busser                         (Principal Accounting Officer)                                          )
............................................... , .... , . . . . L03(c), 1.03(q), 3.04(e), 10.0S(:i) (H). and 10.06(a) (iii) 3i4(d) (3) ...............................................  
                                                                                                                  )
,.........
David L. Bodde*                         Director                                                                )
3.04{c), 3.04(d), I0.03(c), IO.OS{a) (ii) and (iii), J0.06(a)(iii) and (iv) 3l4(e) ...............  
                                                                                                                  )
:.*. .. . . . . . .. . . ... . . . .. . . . .. .. . . . . . . . . . . . . . . . . 21.0l(a) 3: 5(a) . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . 14.01, l 4.02, 14.07 3:S(b)...................  
Randall C. Ferguson, Jr.*               Director                                                                )
.. . . ... . . . . . .. . . . . . . . . . . . . . .. .. . . . . . ..* .. . l2.02(b) 3'.5(c) *.......................*...................................
February 21, 2018
14.01 3!5(d) ............................................................
                                                                                                                  )
14.02 :H.S(c) ........................*..........*........................
Gary D. Forsee*                         Director                                                                )
12.l6(c) 316(a)(I)  
                                                                                                                  )
..*.*............*....................**.*.**.*..........
Scott D. Grimes*                       Director                                                                )
12.05, !2.24 3l6{a) (2) ........................  
                                                                                                                  )
.'................................
Thomas D. Hyde*                           Director                                                                )
Omitted 3l6(a) list sentence .................... , ........... , , .... , .. . . . . . . . 20.03 3l6(b) .........................................................*..
                                                                                                                  )
12.23 3J7(a) .....................................................*......
Ann D. Murtlow*                         Director                                                                )
12.13, 12.22 317(b) ............................................................
                                                                                                                  )
7.06 3 IS(a) . . . . . . . . . . . . . . . . . . . . * . * . . * . . . . . * . . . . . . . . . . . . . . . . . . . * . . . . . . . . 21.03 ii * .. TABLE OF CONTENTS Parties .*...... , ........... , , , . * .. , * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Sandra J. Price*                         Director                                                                )
                                                                                                                  )
John J. Sherman*                         Director                                                                )
*By     Isl Teny Bassham Terry Bassham Attorney-in-Fact*
147
 
Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or l 5(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KANSAS CITY POWER & LIGHT COMPANY Date: February 21, 2018                                       By: Isl Terry Bassham Terry Bassham Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature                                                    Title Isl Teny Bassham                         Chairman, President and ChiefExeeutive Officer Tcny Bassham                            (Principal Executive Officer)
/s/ Kevin E. Bryant                      Senior Vice President - Finance and Strategy and Chief Financial Officer Kevin E. Bryant                         (Principal Financial Officer)
/s/ Steven P. Busser                     Vice President - Risk Management and Controller Steven P. Busser                         (Principal Accounting Officer)
David L. Bodde*                         Director Randall C. Ferguson, Jr.*               Director February 21, 2018 Gary D. Forsee*                         Director Scott D. Grimes*                         Director Thomas D. Hyde*                         Director Ann D. Murtlow*                         Director Sandra J. Price*                         Director John J. Sherman*                         Director
*By     Isl Terry Bassham Terry Bassham Attorney-in-Fact*
148
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KANSAS CITY POWER & LIGHT COMPANY To UNITED lVHSSOURI BANK OF KANSAS CITY, N.A., TRUSTEE General Mortgage Indenture and Deed of Trust Dated as of December 1, 1986
;,,/ '* .. ,:".;',_.
 
                                                      .,CROSS Rl::FERF.NCE SHEET TO TRUST IND&#xa3;NTVRE ACT Of !.939 s<<:tion or Mt                                                                                                                          &.><lion oflndtnture 3JO(a)........ .. . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . .* . . . . . . . . .. . . . . . * . .               7.04, 14.01, 14.14, 14.15 3:0(b)............................................................                                                               14.12 3!l(a)and(b) ....................................................                                                               14.11 J12{a), (b) an<l (c) * .. .. . ... . . . . . .. .. .... . . . . . .. .. . .. . .. . . . .. . .. . ..                             17.01 313(a). (b), (c} :md (d)....... .. .. . . . .. . . . . . . . . .. . ... .. .. .. .. . . .. ..                                   17,03 3,4(a).................................. .. . . . . . . . .. . . . . . . . . . . . . . . .                                     17.02 314(b) ..............*.*.....*.. , . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .                           7.05 3M(c) (l) and (2) ........................................ , . .. . . . . . .                                                   21.01 (b)
J[4(c)(3).........................................................                                                             N-0t appllcabic 314(d)(l) ............... ,. . . . . . . .. . . . . .. . .. . . . . . . . . . .. .. . . . . .. . . ..                           !.03(q), l0.03(b),
i0.04(b), IO.OS(a)(ii),
l0.06(a) (iii) 3l4(d}(2) ............................................... , .... , . . . .                                                       L03(c), 1.03(q),
3.04(e), 10.0S(:i) (H). and 10.06(a) (iii) 3i4(d) (3) ............................................... ,.........                                                           3.04{c), 3.04(d),
I0.03(c), IO.OS{a) (ii) and (iii), J0.06(a)(iii) and (iv) 3l4(e) ............... :.*. .. . . . . . .. . . ... . . . .. . . . .. .. . . . . . . . . . . . . . . . .                       21.0l(a) 3: 5(a) . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . 14.01, l 4.02, 14.07 3:S(b)................... .. . . ... . . . . . .. . . . . . . . . . . . . . .. .. . . . . . ..* .. .                             l2.02(b) 3'.5(c) *.......................*...................................                                                           14.01 3!5(d) ............................................................                                                             14.02
:H.S(c) ........................*..........*........................                                                           12.l6(c) 316(a)(I) ..*.*............*....................**.*.**.*..........                                                             12.05, !2.24 3l6{a) (2) ........................ .'................................                                                         Omitted 3l6(a) list sentence .................... , ........... , , .... , .. . . . . . . .                                             20.03 3l6(b) .........................................................*..                                                             12.23 3J7(a) .....................................................*......                                                             12.13, 12.22 317(b) ............................................................                                                             7.06 3IS(a) . . . . . . . . . . . . . . . . . . . . * . * . . * . . . . . * . . . . . . . . . . . . . . . . . . . * . . . . . . . . 21.03
 
ii
                                            *.. TABLE OF CONTENTS Parties .*...... , ........... , , , . * .. , * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* Recitals ...................................... , ... ,*.,*********************************
* Recitals ...................................... , ... ,*.,*********************************
Granting clause ............................... , .............................. , ........ . Sec. LOI S2c. i.02 Sec. I.QJ ARTICLE I D~f1N1il01'1S Trust Indenture Act .......................................................... . Construction of accounting terms ............................................*..  
Granting clause ............................... , .............................. , ........ .
"1\ccquntant" ......................................................* , .*..... "Accountant's Certificate" ..*............ , .................**.....*..*........ "AffiHate" .*..............................................*....*............ "Appraiser" ....*....*..... , ......................................*.......*** "Appraiser's Certificate''  
ARTICLE I D~f1N1il01'1S Sec. LOI    Trust Indenture Act .......................................................... .                                                               3 S2c. i.02    Construction of accounting terms ............................................*..                                                               3 Sec. I.QJ  "1\ccquntant" ......................................................* , .*.....                                                                 3 "Accountant's Certificate" ..*............ , .................**.....*..*........                                                               4 "AffiHate" .*..............................................*....*............                                                                   4 "Appraiser" ....*....*..... , ......................................*.......***                                                                 4 "Appraiser's Certificate'' ....................... , ............................. .                                                           4 "Authorized Newspaper" ............*.............**.......*.*.......*...**..                                                                   4 "Board" ........................*....*......................*...............                                                                   4 "Bondable Property" ..............................*..........................                                                                   4 "Bonded" or "Bonding" , .................................................... .                                                                 7 "Bondholder" .... : ......................................................... .                                                                 g "Bonds" ......................................*............*..............*.                                                                   8 "Business Day" ..................................... *..................*......                                                                 8 "Company" ....................* , ...**........................*........*..*.                                                                   8 "Cost" ..*...............*..................................................                                                                   8 "Coupon Bond" ................*...........*.......................*........                                                                     9
....................... , ............................. . "Authorized Newspaper" ............*.............**.......*.*.......*...**.. "Board" ........................*....*......................*............... "Bondable Property" ..............................*.......................... "Bonded" or "Bonding" , .................................................... . "Bondholder" .... : ......................................................... . "Bonds" ......................................*............*..............*. "Business Day" .....................................  
            ''Default" .*......................................................*..........                                                                 9 "Engineer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 "Enginccr~s Certificate".. . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . * . . . . . * . . * . . . . . . . . . .             9 "Excepted Property" . . . * . . . . . . . . * . . . . . . . . . . . . * . . * . * . . . . . . . . . . . . . . . . . . . . . . . . . .           9 "Fair Value" ....... ,, ............... ,.......................................                                                               11 "Generally Accepted Accounting Principles" . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . .                           l!
* ..................*...... "Company" ....................* , ...**........................*........*..*. "Cost" ..*...............*.................................................. "Coupon Bond" ................*...........*.......................*........  
            ''Governmental Obligations" ...............*.......*.............*...*.... , . . . .                                                           12 "Indenture"..................................................................                                                                 12
''Default" .*......................................................*..........
            "!mlepcndent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . .     12 "Lien of this Indenture" ** .*.*.......... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . .                       12 "1946 1\-fortg.ige" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . * . . . . . . . * . . . 12 "1946 Mortgage Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . * . . . . .             12
3 3 3 4 4 4 4 4 4 4 7 g 8 8 8 8 9 9 "Engineer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 "Enginccr~s Certificate".. . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . * . . . . . * . . * . . . . . . . . . . 9 "Excepted Property" . . . * . . . . . . . . * . . . . . . . . . . . . * . . * . * . . . . . . . . . . . . . . . . . . . . . . . . . . 9 "Fair Value" ....... ,, ...............  
            "~ortgaged Property"........................................................                                                                   12 "Officers' Certificate" .. : . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . * . . . . . . . . . . . . . . . . . . .         13 "Opi:iion of Counsel" ...... , .......................... :. . . . . . * . . . . . . . . . . . . . . .                                         l3 "Outstanding"............................................... . . . . . . . . . . . . . . . .                                                   13 "Permissible Encumbrances" . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . * . . . . . . . . . . . .                 13 "PerSon" . . . . . . . . * * . . . * . . . * . . * . * * . * . . . * . . . * . . . * . . . . . . . . . . . . * . . . . . . . . * . * . . * .
,.......................................
11 "Generally Accepted Accounting Principles" . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . l ! ''Governmental Obligations" ...............*.......*.............*...*.... , . . . . 12 "Indenture"..................................................................
12 "!mlepcndent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . 12 "Lien of this Indenture" ** .*.*.......... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . 12 "1946 1\-fortg.ige" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . * . . . . . . . * . . . 12 "1946 Mortgage Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . * . . . . . 12 "~ortgaged Property"........................................................
12 "Officers' Certificate" .. : . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . * . . . . . . . . . . . . . . . . . . . 13 "Opi:iion of Counsel" ...... , ..........................  
:. . . . . . * . . . . . . . . . . . . . . . l3 "Outstanding"............................................... . . . . . . . . . . . . . . . . 13 "Permissible Encumbrances" . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . * . . . . . . . . . . . . 13 "PerSon" . . . . . . . . * * . . . * . . . * . . * . * * . * . . . * . . . * . . . * . . . . . . . . . . . . * . . . . . . . . * . * . . * .
* l<i "Prior Lien" ..........*.........*....*.................................*.* ,
* l<i "Prior Lien" ..........*.........*....*.................................*.* ,
* 16 
* 16
* .. :&#xa5;* .. Sec. 2.01 Sec. 2.02 Sec. 2.03 Sec. 2.04 Sec. 2.05 Sec. 2.06 Sec. 2.07 Sec. 2.08 Sec. 2.09 Sec. 2.IO Sec. J.01 Sec. 3.02 Sec. 3.03 Sec. 3.04 Sec. 3.
 
iii
*.. :&#xa5;* ..                , .... ***.**.,
            "Prior L:en Bonds'' .....*.
PROVlDED, HOWEVER, and these presents are upon the condition, that if the Company shall pay or cause to be paid the principal of,
PROVlDED, HOWEVER, and these presents are upon the condition, that if the Company shall pay or cause to be paid the principal of,
* premium, if any, and interest on the Bonds at the time$ and in the manner therein and herein provided, or shalt provide, in the m:i.rmer pennitted hereby, for the payment thereof, and if the Company shall also pay or cause to be paid all other sums payable hereunder by it and pcrf arm all of the covenants and comp!y with all of the conditions of this Indenture, then thcs Indenture and the estate and rights hereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect. lT IS HEREBY COVENANTED AND AGREED, by and between the Company and Trustee, that all Bonds and coupons, if any, are to be authenticated, delivered and issued, and that all Mortgaged Property is 3 H 1.01, 1.02, l.Ol to* be* held; subject to the* further covenants, conditions, uses arid trusts hereinafter set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold Bonds and any coupons, or any of them, as follows: ARTICLE 1 DEFINfflONS Section I.OJ. (a) Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, as amended ("T[A"), such provision is incorporated by reference in and made a part of this Indenture.
* premium, if any, and interest on the Bonds at the time$ and in the manner therein and herein provided, or shalt provide, in the m:i.rmer pennitted hereby, for the payment thereof, and if the Company shall also pay or cause to be paid all other sums payable hereunder by it and pcrfarm all of the covenants and comp!y with all of the conditions of this Indenture, then thcs Indenture and the estate and rights hereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect.
The following TIA terms incorporated in this Indenture have the following meanings: "indenture securities" means the Bonds. "indenture security holder" means a Bondholder. "indenture to be qualified" means this Indenture.
lT IS HEREBY COVENANTED AND AGREED, by and between the Company and Trustee, that all Bonds and coupons, if any, are to be authenticated, delivered and issued, and that all Mortgaged Property is
4'indenture trustee" or ''institutional trustee" means the tee. "obligor" on the indenture securities means the Company. (b) All terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rde of the _Securities and Exchange Commission have the meanings assigned to them in the TIA or such statute or rule as in force an the date of execution of this Indenture.
 
Section 1.02. The accounting terms used in this Indenture shalI be construed in accordance with Generally Accepted Accounting p!C5. Section 1.03. For purposes of this Indenture, the following terms have the following meanings:
3 H 1.01, 1.02, l.Ol to* be* held; subject to the* further covenants, conditions, uses arid trusts hereinafter set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold Bonds and any coupons, or any of them, as follows:
1't-u$1 lmtenlun:
ARTICLE 1 DEFINfflONS Section I.OJ. (a) Whenever this Indenture refers to a provision of           1't-u$1 lmtenlun:
Act Co11sfnl<tion o( accounting terms { a) "Accountant" means the Controller or Assistant Controller of uAccoun1an1" the Company or a Person appointed by the Board who is qualified to pass upon accounting matters, who or which need not be a certified or
the Trust Indenture Act of 1939, as amended ("T[A"), such provision                 Act is incorporated by reference in and made a part of this Indenture. The following TIA terms incorporated in this Indenture have the following meanings:
* > > *, * > < ', ~T ': .'". * "Account~nt's Ctrtilicate'" ",\ppniiStr'S Cutincate" "Authoriz<:d
            "indenture securities" means the Bonds.
.-.~ .. spaptr" "Bonda hie Propcrtj" 4 &sect; 1,03 (con1.)
            "indenture security holder" means a Bondholder.
* public accountant and, unless required to be Independent, may be employed by or Affiliated with the Company. (b) "Accountant's Certificate" means a certificate signed by an Accountant. (c) "AffiUate" means a Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, another Person; ''Affiliated" has a meaning correlative to the foregoing.  
            "indenture to be qualified" means this Indenture.
{ d) "Appraiser" means a Person engaged in the business of appraising property or competent to determine the Fa:r Value or fair market value of the particular property in question, and who or which, unless required to be Independent, may be employed by or Affiliated with the Company. (e) "Appraiser's Certificate" means a certificate signed by an Appraiser appointed by the Board; any Appraiser's Certificate which is relied upon by an Independent Engineer, for purposes of an Independent Engineer's Certificate, shall be signed by an Independent Appraiser. (f) "Authorized Newspaper" means a newspaper of general lation in the relevant area, printed in the English language and rily published on each Business Day; whenever successive publications in an Authorized Newspaper are required by this Indenture, such publications may be made on the same or different days and in the same or in different Authorized Newspapers. (g) "Board" means either the board of directors of the Company or any du 0!y authorized committee of the board of directors of the Company. (h) "Bondable Property" means the Mortgaged Property as of December 1, 1986, plus any property acquired or constructed by the Company which is included in the Mortgaged Property after December 1, 1986: (i) Bondable Property: (A) need not consist of a specific or completed ment, plant, betterment, addition, extension, improvement or enlargement, but may include construction work in progress and property in the process of purchase insofar as the pany shall have acquired legal title to such property, and may include the following:
4'indenture trustee" or ''institutional trustee" means the Trus-tee.
5 &sect; 1.(13 (mnt,) . . ".' ,< .,. * ' ,* '*" , .... ,., *** ** (1) .. fractional and other undivided interests of the Company in propeny owned jointly or in common with other Persons, whether or not there arc with respect to such property other agreements or obligations on the part of the Company, if there is an effective bar against tion of such property which would prcch1dc th::: saJe of such property by any or all of such other Persons or tlie holder or holders of any lien or liens on the interest of any of such other Persons in such property, without the consent of the Company; (2) engineering, economic, environmental, cial, geological and legal or other surveys, data processing equipment and software, preliminary to or associated with the acquisition or construction of property included or intended to be included in the Mortgaged froperty; (3) paving, grading and other improvements to, under or upon public highways, bridges, parks or other pubffc property of analogous character required for or in connection with the installation or repair of overhead, surface or underground facilities and paid for and used or to be used by the Company, notwithstanding that the Company may not hold legal title thereto; ( 4) towers, poles, wires, transformers, meters, head, surface and underground service facilities, and property and equipment constructed or maintained under permits, licenses, easements, franchises and other similar privileges on property owned by other Persons, including governmental and n'mnicipal agencies, bodies or sions, if the Company shall have the right to remove the same; and (5) property other than property specified in Section J.03(hj (i) (A) (4) which is situated on real estate owned by governmental or municipal age.ncies, bodies or sions under pcm1its, licenses, easements, franchises and other similar privileges, if the Company shall have the right to remove the same; and : . ....  
            "obligor" on the indenture securities means the Company.
&sect; I.OJ (<ORI,) 6 * ** (B) may indude renewals, replacements and substitution of property not excluded from this definition of Bendable Property; but (C) shall not include: ( 1) Excepted Property; or (2) going concern value or good wjJI. (ii) The ''amount" of any Bondable Property means the lesser of the Cost or Fair Value of Bondable Property certified to the Trustee in an Engineer's Certificate  
(b) All terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rde of the
{or in case such Fair Value sh;ill not be required to be evidenced to the Trustee, the Cost thereof) minus, in the case of Bendable Propl!rty which is (A) owned by the Company subject to a Prior Lien on the date of this Indenture, or (B) acquired by the Company after December 1, 1986, subject to a Prior Lien (other than a Prior Lien to which such Bendable Property becomes subject, solely as a result of such acquisition, pursuant to an after-acquired property clause of such Prior Lien), 133\t;/% of the aggregate principal amount of the Prior Lien Bonds secured by such Prior Liens and ([) outstanding at December 1, 1986, and at the date of such acquisition, respectively, and (II) issued after such date. respectively. (iii) When any Bondablc Property is certified to the Trustee in any Engineer's Certificate delivered with an application, and as a basis, for the authentication and delivery of Bonds, the release of Mortgaged Property or the withdrawal of cash ( except in the case of the release of Mortgaged Pt'operty, the withdrawal of cash representing the proceeds of insurance or the payment of or on account of obligations secured by purchase money mortgages, in each case on the basis of Bendable Property acquired or structed within 90 days prior to the date of the application for such release or the receipt by the Trustee of such cash, or within 90 days subsequent to such application or receipt of cash). (A) there shall be deducted from the Cost or Fair Value of such Bondable Property, as the case may be (as of the date of such application), an amount equal to the aggregate Cost of all Bendable Property retired on and after December I, 1986, minus the aggregate Cost of all Bendable Property acquired or constructed by the Company which is included in the gaged Property after such date, and has been Bonded as the 7 &sect; 1.03 (t<)til.)
_Securities and Exchange Commission have the meanings assigned to them in the TIA or such statute or rule as in force an the date of execution of this Indenture.
Section 1.02. The accounting terms used in this Indenture shalI be           Co11sfnl<tion o(
accounting terms construed in accordance with Generally Accepted Accounting Princi-p!C5.
Section 1.03. For purposes of this Indenture, the following terms have the following meanings:
{a) "Accountant" means the Controller or Assistant Controller of             uAccoun1an1" the Company or a Person appointed by the Board who is qualified to pass upon accounting matters, who or which need not be a certified or
 
4
                                    &sect; 1,03 (con1.)
* > > *, * > <     ', ~T ': .'". *
                                    *public accountant and, unless required to be Independent, may be employed by or Affiliated with the Company.
            "Account~nt's                  (b) "Accountant's Certificate" means a certificate signed by an Ctrtilicate'"
Accountant.
(c) "AffiUate" means a Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, another Person; ''Affiliated" has a meaning correlative to the foregoing.
{d) "Appraiser" means a Person engaged in the business of appraising property or competent to determine the Fa:r Value or fair market value of the particular property in question, and who or which, unless required to be Independent, may be employed by or Affiliated with the Company.
            ",\ppniiStr'S                  (e) "Appraiser's Certificate" means a certificate signed by an Cutincate" Appraiser appointed by the Board; any Appraiser's Certificate which is relied upon by an Independent Engineer, for purposes of an Independent Engineer's Certificate, shall be signed by an Independent Appraiser.
            "Authoriz<:d                  (f) "Authorized Newspaper" means a newspaper of general circu-
            .-.~.. spaptr" lation in the relevant area, printed in the English language and customa-rily published on each Business Day; whenever successive publications in an Authorized Newspaper are required by this Indenture, such publications may be made on the same or different days and in the same or in different Authorized Newspapers.
(g) "Board" means either the board of directors of the Company or any du !y authorized committee of the board of directors of the 0
Company.
            "Bonda hie                    (h) "Bondable Property" means the Mortgaged Property as of Propcrtj" December 1, 1986, plus any property acquired or constructed by the Company which is included in the Mortgaged Property after December 1, 1986:
(i) Bondable Property:
(A) need not consist of a specific or completed develop-ment, plant, betterment, addition, extension, improvement or enlargement, but may include construction work in progress and property in the process of purchase insofar as the Com-pany shall have acquired legal title to such property, and may include the following:
 
5
                                                                                                    &sect; 1.(13 (mnt,)
. . ~ ".' ,< .,. * ~ ~ ' ,* '*" ~ , ....,.,
                                                *** ** (1) .. fractional and other undivided interests of the Company in propeny owned jointly or in common with other Persons, whether or not there arc with respect to such property other agreements or obligations on the part of the Company, if there is an effective bar against parti-tion of such property which would prcch1dc th::: saJe of such property by any or all of such other Persons or tlie holder or holders of any lien or liens on the interest of any of such other Persons in such property, without the consent of the Company; (2) engineering, economic, environmental, finan-cial, geological and legal or other surveys, data processing equipment and software, preliminary to or associated with the acquisition or construction of property included or intended to be included in the Mortgaged froperty; (3) paving, grading and other improvements to, under or upon public highways, bridges, parks or other pubffc property of analogous character required for or in             : .
connection with the installation or repair of overhead,               .... ~
surface or underground facilities and paid for and used or to be used by the Company, notwithstanding that the Company may not hold legal title thereto;
( 4) towers, poles, wires, transformers, meters, over-head, surface and underground service facilities, and property and equipment constructed or maintained under permits, licenses, easements, franchises and other similar privileges on property owned by other Persons, including governmental and n'mnicipal agencies, bodies or subdivi-sions, if the Company shall have the right to remove the same; and (5) property other than property specified in Section J.03(hj (i) (A) (4) which is situated on real estate owned by governmental or municipal age.ncies, bodies or subdivi-sions under pcm1its, licenses, easements, franchises and other similar privileges, if the Company shall have the right to remove the same; and
 
6
  &sect; I.OJ (<ORI,)
            * ** (B) may indude renewals, replacements and substitution of property not excluded from this definition of Bendable Property; but (C) shall not include:
( 1) Excepted Property; or (2) going concern value or good wjJI.
(ii) The ''amount" of any Bondable Property means the lesser of the Cost or Fair Value of Bondable Property certified to the Trustee in an Engineer's Certificate {or in case such Fair Value sh;ill not be required to be evidenced to the Trustee, the Cost thereof) minus, in the case of Bendable Propl!rty which is (A) owned by the Company subject to a Prior Lien on the date of this Indenture, or (B) acquired by the Company after December 1, 1986, subject to a Prior Lien (other than a Prior Lien to which such Bendable Property becomes subject, solely as a result of such acquisition, pursuant to an after-acquired property clause of such Prior Lien), 133\t;/% of the aggregate principal amount of the Prior Lien Bonds secured by such Prior Liens and ([) outstanding at December 1, 1986, and at the date of such acquisition, respectively, and (II) issued after such date. respectively.
(iii) When any Bondablc Property is certified to the Trustee in any Engineer's Certificate delivered with an application, and as a basis, for the authentication and delivery of Bonds, the release of Mortgaged Property or the withdrawal of cash ( except in the case of the release of Mortgaged Pt'operty, the withdrawal of cash representing the proceeds of insurance or the payment of or on account of obligations secured by purchase money mortgages, in each case on the basis of Bendable Property acquired or con-structed within 90 days prior to the date of the application for such release or the receipt by the Trustee of such cash, or within 90 days subsequent to such application or receipt of cash).
(A) there shall be deducted from the Cost or Fair Value of such Bondable Property, as the case may be (as of the date of such application), an amount equal to the aggregate Cost of all Bendable Property retired on and after December I, 1986, minus the aggregate Cost of all Bendable Property acquired or constructed by the Company which is included in the Mort-gaged Property after such date, and has been Bonded as the
 
7
                                                                    &sect; 1.03 (t<)til.)
basis*--for
basis*--for
* the* withdrawal
* the* withdrawal
* of cash pursuant to Section I J.Ol(a} (i} (B), and (B) there may, at the option of the Company, be added to such Cost or Fair Value, as the case may be, the
* of cash pursuant to Section I J.Ol(a} (i} (B), and (B) there may, at the option of the Company, be added to such Cost or Fair Value, as the case may be, the sum of
(!) all or any portion which the Company then elects to add to the total of (aa) the fair market value in cash, as set forth. in an Appraiser's Certificate dated the date of such application, of the unpaid principal amount of any obligations ( which are not in default) secured by purchase money mortgages and Governmental ObHga-tions, plus {bb) any cash (
mcnt to the Company and the Trustee of all reasonable expense incident thereto, and upon surrender and cancellation of such Bond, if mutilated.
mcnt to the Company and the Trustee of all reasonable expense incident thereto, and upon surrender and cancellation of such Bond, if mutilated.
and the coupons appertaining thereto, if any, the Company may execute, and the Trostee shall thereupon authenticate and deliver, a new Bond of like tenor and of the same series with all unpaid coupons, if any, appertaining thereto in lieu of such stolen, lost, destroyed or mutilated Bond and coupons, if any, or if any such Bond or any coupon shall have matured or be about to mature, instead of issuing a substctuted Bond or coupon the Company may pay the same without surrender thereof. Any indemnity bond shall name as obligees the Company, the Trustee, and if requested by the Company, any paying agent. Section 2.10. ~o Bond shall be secured by this Indenture unless there shall be endorsed thereon the certificate of the Trustee that it is one of the Bonds ( or temporary Bonds) of the series therein designated, herein described or provided for; and such certificate on any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered by the Trustee and when delivered by the Company will be secured by this Indenture.
and the coupons appertaining thereto, if any, the Company may execute, and the Trostee shall thereupon authenticate and deliver, a new Bond of like tenor and of the same series with all unpaid coupons, if any, appertaining thereto in lieu of such stolen, lost, destroyed or mutilated Bond and coupons, if any, or if any such Bond or any coupon shall have matured or be about to mature, instead of issuing a substctuted Bond or coupon the Company may pay the same without surrender thereof. Any indemnity bond shall name as obligees the Company, the Trustee, and if requested by the Company, any paying agent.
ARTICLE III ISSUANCE OF BONDS BASED ON BoNDABLE PROP~RTY Section 3.01. The Trustee shall, from time to time, upon the written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its
Tru11tt'~                              Section 2.10. ~o Bond shall be secured by this Indenture unless
* Secretary, an Assistant Secretary, its Treasurer or an Assistant surer, authenticate and deliver Bonds of one or more series, or any portion of a series, upon the basis of Bondable Propeny, but only in accordance with and subject to the conditions, provisions and limitations set forth in this Article Ill. ~o 8<>nd1 issuable on b,uis o( Dondtd 6ondable Property Section 3.02. No Bonds shall be authenticated and delivered at any time under this Article JI/ upon the basis of Bonded Bondable Property.
<<ninc*tt
B<1nds iS$Uabfo 10 SptCifie;I pon:cnlage or !londa'.)k Propem, Section 3.03. Bonds of any one or more series may be cated and delivered under this Article Ill in a principa!
<>* Bonds                        there shall be endorsed thereon the certificate of the Trustee that it is one of the Bonds ( or temporary Bonds) of the series therein designated, herein described or provided for; and such certificate on any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered by the Trustee and when delivered by the Company will be secured by this Indenture.
2mount not 23 ~&sect; 3.03 (coot.), 3.04 exceeding 75% or the amount of Unbonded Bendable Property at the ""time ofsuch authentication and delivery.  
ARTICLE III ISSUANCE OF BONDS BASED ON BoNDABLE PROP~RTY Bonds itsu.bt~                          Section 3.01. The Trustee shall, from time to time, upon the on bo,i~ or Boodal>fo Pro~ny                written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its
' Section 3.04. No Bonds shall be authenticated or delivered under this Article III by the Trustee upon the basis of Bomlable Property, until the Trustee shall have received the following: (a) a Board resolution (i) requesting the Trustee to cate and deliver Bonds, (ii) amhorizing the Supplernental ture pursuant to which such Bonds arc to be issued, (iii) specifying the principal amount of Bonds to be authenticated and delivered, the .series thereof and any other matters with respect thereto required by this Indenture, and (iv) setting forth instructions for the delivery of such Bonds; (b) an Officers' Certificate stating that to the knowledge of the signers of such Officers' Certificate none of the events which constitute or with a lapse of time would constitute a Default has occurred and is continuing; (c) an Engineer's Certificate, dated the date of such tion, stating: (i) the amount, as of a date not more than 90 days prior to the date of such application, of Bondab1e Property made a basis for the application;  
* Secretary, an Assistant Secretary, its Treasurer or an Assistant Trea-surer, authenticate and deliver Bonds of one or more series, or any portion of a series, upon the basis of Bondable Propeny, but only in accordance with and subject to the conditions, provisions and limitations set forth in this Article Ill.
** (ii) that all such Bondable Property is Bondable Propeny as defined in Sec:ion l.OJ{h); (iii) that all such Bondable Property is desirable for use or is used in the proper conduct of the business of the Company; (iv) that such amount of Bondable Property, to the extent of the lesser of Cost or Fair Value, is not then Bonded; {v) except as to Bondable Property acquired, made or constructed wholly through the delivery of securities, that the amount of cash fonning all or part of the Cost thereof was equal to or more than an amount to be stated in such Engineer's Certificate; R<<i:uirtoh!nCs ror issuapoe Board r,;~lution Offi~ers' Ccnilkjir~
~o 8<>nd1 issuable on                   Section 3.02. No Bonds shall be authenticated and delivered at b,uis o( Dondtd 6ondable Property                any time under this Article JI/ upon the basis of Bonded Bondable Property.
Eo~nttr'i Ccrt,tlc:1t~
B<1nds iS$Uabfo                         Section 3.03. Bonds of any one or more series may be autheriti-10 SptCifie;I pon:cnlage      or              cated and delivered under this Article Ill in a principa! 2mount not
lo4op,cnd*nt Et12i11e,e1's CtrtifieA!C 24 j J,1).1 ( C0!1L} ... * -* . * -* ( vi) a'. brief description, with respect to any Bondable Property acquired, made or constructed in whole or in part through the delivery of s::curitics, of the securities so delivered and stating the date of such delivery; (vii) that the Cost of such Bondable Property is a fied amount and, except as to Bendable Property for which a statement is to be made in an Independent Engineer's cate as provided in Section 3.04 { d}. that the Fair Value of such Bondable Property as of a date not more than 90 days prior to the date of such application is a specified amount; ( viii) the amount required to be deducted in respect of Bondable Property under Section l.03(h) (iii) (A) and the amount elected to be added under Section l.03(h) (iii) (B); (ix.) what part, if any, of such Bendable Property includes property which within six months prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and showing whether or not the Fair Value thereof as of a date not more than 90 days prior to the date of such application is less than S25,000 and whether or not such Fair Value is less than 1 % of the aggregate principal amount of the Bonds Outstanding at the date of such application; and (x) that the easements, restrictions, exceptions, tions or rights, if any, of the character const1tuting Permissible Encumbrances, to which Bondable Property is subject, and the defects, irregularities and deficiencies in titles of the character so permitted of any property or rights of way included in such .Bondable Property do not materially impair the use of such property or rights of way for the purposes for which the same are held by the Company; (d) in case any Bondablc Property is shown by the Engineer's Certificate provided for in Section 3.04 ( c) to include property which within six momhs prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and such certificate does not show the Fair Value thereof, as of a date not more than 90 days prior to the date of such application, to be less than $25,000 or less 25 &sect; 3.0,i (conL) . * ***** --* * . than 1% of the.aggregate principal amount of the Bonds ing at the date of such application, an Independent Engineer's Certificate stating as to such Boridable Property and (at the option of the Company) as to any other Bondable Property included in the Engineer's Certificate provided for in Section 3.04 { c), that the then aggregate Fair Value thereof, as oi a date not more than 90 days prior to the date of such application.
!londa'.)k Propem,
in the opinion of the signer of such Engineer*s Certificate is a specified amount, and the Fair Value in the opinion of such signer of any Bendable Property so used or operated which has been subjected to the Lien of this Indenture since the commencement of the calendar year which includes the date of such application, as a basis for the tion and delivery of Bonds, and as to which an Independent Engineer's Certificate has not previously been furnished to the Trustee; (e) in case any Bondable Property is shown by the Engineer's Certificate provided fo= in Section 3.04(c) to have been acquired, made or constructed i:i whole or in part through the delivery of securities, an Appraiser's Certificate stating the opinion of the signer of such Appraiser's Certificate of the fair market value in cash of such securities at the time of delivery thereof in payment for or for the acquisition of such Bendable Proper:y ( which Appraiser shall be Independent in the event such fair market value of such securities and of all other securities made a basis for the tion and delivery of Bonds, the withdrawal of cash or the release of Mortgaged Property or securities under this Indenture since the commencement of the calendar year which includes the date of such application, as set forth in the Appraiser's Certificate required pursuant to this Section 3.04 ( e), and any similar Appraiser's Certificates pursuant to this Section 3.04 ( e) or any other Section of this Indenture, is i 0% or more of the aggregate principal arnc.:mnt of Bonds Outstanding at the date of such application, unless such fair market value of such securities, as set forth in such Appraiser's Certificate, is, in each case, less than $25,000 or less than 1% of the aggregate principal amount of Bonds Outstanding at the date of such application); (f) an Opinion of Counsel stating the opinion of such Counsel: Apprni~t's c~rtifimt, Opinion or Coun,;el further OpinioD O( CounScl lnm1.1m~n15 of Con,e.:,ance 1 de. 26 &sect; J.04 (<'.<>nt.)  
 
{i) to _the effect that (except as to paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous ter) this Indenture is, or upon the delivery of, and/ or the filing and/ or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said Opinion of Counsel. will be, a lien on all the Bondable Property made the basis of such application, subject to no lien thereon prior or equal to ,he Lien of this lndcnture, except Permissible Encumbrances, and that the Company has the right to remove any such Bondable Property which is located on any leasehold or which is on property as to which the Company has an easement, prior to or upon the tion of such leasehold or easement, without compensatton or other remuneration and free of any lien prior or equal to the Lien of this Indenture, except Permissible Encumbrances; (ii) to the effect that the Com-pa'l'\y hal'> corporate ity to operate the B0ndab1e Property in respect to which such application is made; and (iii) as to the general nature and extent of any Prior Liens existing upon any of such Bondable Property, and the principal amount of the then outstar:ding Prior Lien Bonds secured thereby, if any; (g) an Opinion of Counsel stating the opinion of such sel to the effect that: (i) such issue of the Bonds has been duly authorized by the Company; and (ii) such issue of the Bonds has been duly authorized by any and all governmental authorities che consent of which is requisite to the legal issue of such Bonds, specifying any official orders or certificates, or other documents, by which such consent is or may be evidenced, or that no consent of any governmental authorities is requisite; (h) copies of the instruments of conveyance, assignment and transfer, if any, specified in the Opinion of Counsel provided for in Section 3.04 (f); ~-_J 
23                     ~&sect; 3.03 (coot.), 3.04 exceeding 75% or the amount of Unbonded         Bendable Property at the
*:*,, 27 &sect;&sect; J,04 (coat.), ).ll5, 4.01 * '**** (i)**"copies of' the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 3.04 (g); and (j) if, in order to render the Opinion of Counsel provided for in Section. 3.04 (!} or Section 3.04 { g), counsel shall deem it sary that additional facts or matters be stated in the Engineer's Certificate provided for in Sectio,z J.04/c), then such Engineer's Certificate may state all such additional facts or matters as such counsel may request. Section 3.05. The Cost or Fair Value of any Bondable Property and the fair market value in cash of any securities delivered in payment therefor or for the acouisition thereof and the amounts of any deductions and any additions m~de in respect of Bondable Property pursuant to Section !.03(h) (ii) or Section 1.03 (hJ (iii} shall be determined for the purposes of this Article Ill by the certificates provided for in Section 3.04; in I.be c.1se of Bondable Property subject to a Prior Lien, the Fair Value of such Bendable Property shall be determined as if such Bendable Property were free of such Prior Lien. ARTICLE IV ISSUANCE Of BONDS BASED ON RETl!lED BONDS PREVIOUSLY OUTSTANDING Sec1ion 4.01. The Trustee shall, from time to time, upon the written order or orde,s of the Company signed by its Chairruan of the Board, Chief Executive Officer, President or a Vice-President and its Sec-.retary, . an Assistant Secretary, its Treasurer or an Assistant Treasurer, cate and deliver Bonds of one or more series, or any portion of a series, in a principal amount equal to and on the basis or the principal amount of any Retired Bonds, but only after the Trustee shall have received the following: (a) the Board resolution provided for in Section 3.04{a); (b) the Officers' Certificate provided for in Section 3. 04 ( b); ( c) an Officers' Certificate stating that Bonds theretofore authenticated and delivered under this Indenture of a specified principal amount (not less than the principal amount of Bonds for Ad'di<ional
""time ofsuch authentication and delivery.               '
,~~uined bf<c1Urt$<ll De(ermination of Co:11 ar P11ir Value P..equiKmc111s for ls.susn~ Further Oflkc..s' Certific210 OpinioJI of CouniKl Furtbu Certificate.~.
Section 3.04. No Bonds shall be authenticated or delivered under             R<<i:uirtoh!nCs ror issuapoe this Article III by the Trustee upon the basis of Bomlable Property, until the Trustee shall have received the following:
ete. Coupon hflnds dcli1~rtd MUSI hnc att*<h<:d CO<lfl'lOS No h<1ods i,s11*bl~
(a) a Board resolution (i) requesting the Trustee to authenti-          Board r,;~lution cate and deliver Bonds, (ii) amhorizing the Supplernental Inden-ture pursuant to which such Bonds arc to be issued, (iii) specifying the principal amount of Bonds to be authenticated and delivered, the .series thereof and any other matters with respect thereto required by this Indenture, and (iv) setting forth instructions for the delivery of such Bonds; (b) an Officers' Certificate stating that to the knowledge of           Offi~ers' Ccnilkjir~
on b,isi, o( Bonded lJonds R<quiNments for isst1,nc:c 28 &sect;&sect; .{.0 I ( co ot.J, *M2., .t,OJ, S.O I *which such request for authentication and delivery is made*undcr this Section 4.0[}, have been Retired or concurrently with the authentication and delivery of the Bonds requested w[II be Retired or surrendered to the Trustee for cancellation (otherwise than upon exchanges or transfers of Bonds) or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof is then held by or will be ited with the Trustee concurrently with the authentication and delivery of the Bonds requested, with irrevocable direction to apply such cash or :he proceeds of such Governmental Obligations to such purchase, payment, retirement or redemption (provided that, in the case of redemption, the notice required by Article IX shaH have been given or provided for to the satisfaction of the Trustee), prior to or concurrently with the authentication and delivery of the Bonds so requested, and further stating that no part of such principal amount of Bonds has theretofore been Bonded. (d) the Opinion of Counsel provided for in Section 3.04(g); and ( e) copies of the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 4.01 {d). Sacrion 4.02. Any and all Coupon Bonds delivered to the Trustee pursuant to this Article IV shall have attached thereto all unmatured coupons appertaining thereto. Section 4.03. No Bonds shall be authenticated and delivered at any time under this Articfe IV upon the basis of Bonded Bonds. ARTICLE V ISSUANCE.
the signers of such Officers' Certificate none of the events which constitute or with a lapse of time would constitute a Default has occurred and is continuing; (c) an Engineer's Certificate, dated the date of such applica-          Eo~nttr'i Ccrt,tlc:1t~
OF BONDS BASED ON DEPOSIT OF CASH WITH TRUSTEE Section 5.0 J. The Trustee shall, from time to time, upon the written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant surer, authenticate and deliver Bonds of one or more series, or any portior. of a series, upon deposit with the Trustee by the Company of cash equal to the aggregate principal amount of the Bonds so requested 29 &sect;&sect; S.Ol (cant.), s.az. 6.01
tion, stating:
* to be authenticated and delivered but cnly after the T rustcc shall have received; and (a) the Board resolution provided for in Section 3.04(a); (o) the Officers' Certificate provided for in Sec!ion 3.04 ( b); ( c) the Opinion of Counsel provided for in Section 3.04 ( g); ( d) copies of the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 5.01 ( c). Section 5.02. All cash deposited with the Trustee under SectiOfl 5.0! shall be held by the Trustee as part of the Mortgaged Property, and may be withdrawn from ti:ne to time by the Company in accordance with Article XI. ARTICLE vr ISSUANCE OF BONDS BASED 01'.' PRIOR. LIEN BONDS Section 6.01. Subject to Section 6.02, the Trustee shall, from time to lime, upon the written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a President a11d its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenticate and deliver Bonds hereunder in one or more series, or any portion of a series, equal to the principal amount of Prior Lien Bonds purchased or acquired by the Company and deposited witli the Trustee or Retired after December l, 1986, but only after the Trustee shall have received the following: (a) the Board resolution provided for in Section 3.04 (a); (b) :he Officers' Certificate provjded for in Section 3.04{b); ( c) the Opinion of Counsel provided for in Section 3.04 ( g); ( d) copies of the certificat~s or other documents, if any, specified iii the Opinion of Counsel provided for in Section 6.01 (c}; 01lkei-s' c~rtilieute Opinion a( C~un~I fut1!rer Cutific:atllS.
(i) the amount, as of a date not more than 90 days prior to the date of such application, of Bondab1e Property made a basis for the application;
C(C. Witbdm,.al t>f o,sb d*lk!$ite<I umder Section 5.01 ~-l~n,onrs for l!\$UOJ\CC Board nv,lucion Opin!un of Coun<<-1 Further Ctrtiflait,s, etc. 
              ** (ii) that all such Bondable Property is Bondable Propeny as defined in Sec:ion l.OJ{h);
.,f"rtlt<!r  
(iii) that all such Bondable Property is desirable for use or is used in the proper conduct of the business of the Company; (iv) that such amount of Bondable Property, to the extent of the lesser of Cost or Fair Value, is not then Bonded;
.. Office"''
{v) except as to Bondable Property acquired, made or constructed wholly through the delivery of securities, that the amount of cash fonning all or part of the Cost thereof was equal to or more than an amount to be stated in such Engineer's Certificate;
C,rtifi,:,,tc  
 
,\'o Bonds issuable on hasis of llond*J Pno, Uen Bond's l'aymtnt o>J ?rindp*I **d iol'~>I Poi~don, m:11intr,.na.nw of lien and rigbl lo ITTl)rtg:i~e 30 &sect;&sect; 6.01 (con!.), 6.0?, 7.0!, 7J)? --* (e) *an Officers'-
24 j  J,1).1 ( C0!1L}
Certificate stating that Prior Lien Bonds of a specified amount (notless than the principal amount of Bonds for which such request for authentication and delivery is made under this Section 6_01) have been Retired or, concurrently with the authentication and delivery of the Bonds requested, will be Retired or purchased or acquired b~' the Company and deposited with the Trustee, or paid, retired, redeemed, canceled or otheiwise discharged, or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof are then held by or will be deposited with the trustee or mortgagee under the Prior Lien securing such Prior lien Bonds concurrently with the authentication and delivery of the Bonds requested, and further stating lhal the principal amount of such Prior Lien Bonds are not Bonded, accompanied by such Prior Lien Bonds purchased or acquired by the Company, or a certificate of the trustee or mortgagee under such Prior Lien stating that such Prior Lien Bonds have not been used as a basis for the issuance of Prior Lien Bonds pursuant to such Prior Lien and that such Prior Lien Bonds hase been Retired or purchased, paid, retired, redeemed, canceled or otherwise discharged, or that provision for such purchase, payment, retirement, redemption, cancellation or other discharge satisfactory to such trustee or mortgagee has been made, including the depo.sit of any necessary money or Governmental Obligations wtth such trustee or mortgagee_
              ...* -*       . * -* ( vi) a'. brief description, with respect to any Bondable Property acquired, made or constructed in whole or in part through the delivery of s::curitics, of the securities so delivered and stating the date of such delivery; (vii) that the Cost of such Bondable Property is a speci-fied amount and, except as to Bendable Property for which a statement is to be made in an Independent Engineer's Certifi-cate as provided in Section 3.04 {d}. that the Fair Value of such Bondable Property as of a date not more than 90 days prior to the date of such application is a specified amount;
Section 6.02. No Bonds shall be authenticated and delivered at any time under this Article VI on the basis of Bonded Prior Lien Bonds. ARTfCLE vrr COVENANTS Of THE COMPANY Section 7.01. The Company will duiy and punctually pay the principal of, premium, if any, and interest on all Outstanding Bonds at the times and places and in the manner provided for in the Bonds, any coupons appertaining thereto and this Indenture.
( viii) the amount required to be deducted in respect of Bondable Property under Section l.03(h) (iii) (A) and the amount elected to be added under Section l.03(h) (iii) (B);
Section 7.02. On the date of the execution of this Indenture the Company is !awfully seized and possessed of all the Mortgaged Property in existence on such date, free . and clear of all liens other than Permissible Encumbrances; the Company will maintain and preserve the Lien of this I ndenturc so long as any Bond is Outstanding subject to its right to create Prior Liens which are Permissible Encumbrances; and 31 &sect;&sect; 7.(i2 {cont.), '7.03, 7,04, 7.0S -~*-* \,'-*** * ~-thii *company has *good tight and Ja'-"'ful authority to mortgage the Mortgaged Property, a5 provided in and by this Indenture.
(ix.) what part, if any, of such Bendable Property includes property which within six months prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and showing whether or not the Fair Value thereof as of a date not more than 90 days prior to the date of such application is less than S25,000 and whether or not such Fair Value is less than 1% of the aggregate principal amount of the Bonds Outstanding at the date of such application; and (x) that the easements, restrictions, exceptions, reserva-tions or rights, if any, of the character const1tuting Permissible Encumbrances, to which Bondable Property is subject, and the defects, irregularities and deficiencies in titles of the character so permitted of any property or rights of way included in such
                            .Bondable Property do not materially impair the use of such property or rights of way for the purposes for which the same are held by the Company; lo4op,cnd*nt                (d) in case any Bondablc Property is shown by the Engineer's Et12i11e,e1's CtrtifieA!C      Certificate provided for in Section 3.04 ( c) to include property which within six momhs prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and such certificate does not show the Fair Value thereof, as of a date not more than 90 days prior to the date of such application, to be less than $25,000 or less
 
25
                                                                                &sect; 3.0,i (conL)
. * ***** --* * . than 1% of the.aggregate principal amount of the Bonds Outstand-ing at the date of such application, an Independent Engineer's Certificate stating as to such Boridable Property and (at the option of the Company) as to any other Bondable Property included in the Engineer's Certificate provided for in Section 3.04 {c), that the then aggregate Fair Value thereof, as oi a date not more than 90 days prior to the date of such application. in the opinion of the signer of such Engineer*s Certificate is a specified amount, and the Fair Value in the opinion of such signer of any Bendable Property so used or operated which has been subjected to the Lien of this Indenture since the commencement of the calendar year which includes the date of such application, as a basis for the authentica-tion and delivery of Bonds, and as to which an Independent Engineer's Certificate has not previously been furnished to the Trustee; (e) in case any Bondable Property is shown by the Engineer's           Apprni~t's c~rtifimt, Certificate provided fo= in Section 3.04(c) to have been acquired, made or constructed i:i whole or in part through the delivery of securities, an Appraiser's Certificate stating the opinion of the signer of such Appraiser's Certificate of the fair market value in cash of such securities at the time of delivery thereof in payment for or for the acquisition of such Bendable Proper:y ( which Appraiser shall be Independent in the event such fair market value of such securities and of all other securities made a basis for the authentica-tion and delivery of Bonds, the withdrawal of cash or the release of Mortgaged Property or securities under this Indenture since the commencement of the calendar year which includes the date of such application, as set forth in the Appraiser's Certificate required pursuant to this Section 3.04 ( e), and any similar Appraiser's Certificates pursuant to this Section 3.04 (e) or any other Section of this Indenture, is i 0% or more of the aggregate principal arnc.:mnt of Bonds Outstanding at the date of such application, unless such fair market value of such securities, as set forth in such Appraiser's Certificate, is, in each case, less than $25,000 or less than 1% of the aggregate principal amount of Bonds Outstanding at the date of such application);
(f) an Opinion of Counsel stating the opinion of such                   Opinion or Coun,;el Counsel:
 
26
                  &sect; J.04 (<'.<>nt.)
{i) to _the effect that (except as to paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous charac-ter) this Indenture is, or upon the delivery of, and/ or the filing and/ or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said Opinion of Counsel. will be, a lien on all the Bondable Property made the basis of such application, subject to no lien thereon prior or equal to ,he Lien of this lndcnture, except Permissible Encumbrances, and that the Company has the right to remove any such Bondable Property which is located on any leasehold or which is on property as to which the Company has an easement, prior to or upon the termina-tion of such leasehold or easement, without compensatton or other remuneration and free of any lien prior or equal to the Lien of this Indenture, except Permissible Encumbrances; (ii) to the effect that the Com-pa'l'\y hal'> corporate author-ity to operate the B0ndab1e Property in respect to which such application is made; and (iii) as to the general nature and extent of any Prior Liens existing upon any of such Bondable Property, and the principal amount of the then outstar:ding Prior Lien Bonds secured thereby, if any; further                (g) an Opinion of Counsel stating the opinion of such Coun-OpinioD O(
CounScl          sel to the effect that:
(i) such issue of the Bonds has been duly authorized by the Company; and (ii) such issue of the Bonds has been duly authorized by any and all governmental authorities che consent of which is requisite to the legal issue of such Bonds, specifying any official orders or certificates, or other documents, by which such consent is or may be evidenced, or that no consent of any governmental authorities is requisite; lnm1.1m~n15              (h) copies of the instruments of conveyance, assignment and of Con,e.:,ance1 de.              transfer, if any, specified in the Opinion of Counsel provided for in Section 3.04 (f);
 
27
                                                                    &sect;&sect; J,04 (coat.), ).ll5, 4.01
              * '**** (i)**"copies of' the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 3.04 (g);
and (j) if, in order to render the Opinion of Counsel provided for             Ad'di<ional
                                                                                                  ,~~uined in Section. 3.04 (!} or Section 3.04 {g), counsel shall deem it neces-              bf<c1Urt$<ll sary that additional facts or matters be stated in the Engineer's Certificate provided for in Sectio,z J.04/c), then such Engineer's Certificate may state all such additional facts or matters as such counsel may request.
Section 3.05. The Cost or Fair Value of any Bondable Property and                   De(ermination of Co:11 ar the fair market value in cash of any securities delivered in payment                     P11ir Value therefor or for the acouisition thereof and the amounts of any deductions and any additions m~de in respect of Bondable Property pursuant to Section !.03(h) (ii) or Section 1.03 (hJ (iii} shall be determined for the purposes of this Article Ill by the certificates provided for in Section 3.04; in I.be c.1se of Bondable Property subject to a Prior Lien, the Fair Value of such Bendable Property shall be determined as if such Bendable Property were free of such Prior Lien.
ARTICLE IV ISSUANCE Of BONDS BASED ON RETl!lED BONDS PREVIOUSLY OUTSTANDING Sec1ion 4.01. The Trustee shall, from time to time, upon the written               P..equiKmc111s for ls.susn~
order or orde,s of the Company signed by its Chairruan of the Board, Chief Executive Officer, President or a Vice-President and its Sec-.retary,
      . an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenti-cate and deliver Bonds of one or more series, or any portion of a series, in a principal amount equal to and on the basis or the principal amount of any Retired Bonds, but only after the Trustee shall have received the following:
(a) the Board resolution provided for in Section 3.04{a);
(b) the Officers' Certificate provided for in Section 3. 04 ( b);
( c) an Officers' Certificate stating that Bonds theretofore               Further Oflkc..s' authenticated and delivered under this Indenture of a specified                     Certific210 principal amount (not less than the principal amount of Bonds for
 
28
                      &sect;&sect; .{.0 I ( co ot.J, *M2., .t,OJ, S.O I
                              *which such request for authentication and delivery is made*undcr this Section 4.0[}, have been Retired or concurrently with the authentication and delivery of the Bonds requested w[II be Retired or surrendered to the Trustee for cancellation (otherwise than upon exchanges or transfers of Bonds) or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof is then held by or will be depos-ited with the Trustee concurrently with the authentication and delivery of the Bonds requested, with irrevocable direction to apply such cash or :he proceeds of such Governmental Obligations to such purchase, payment, retirement or redemption (provided that, in the case of redemption, the notice required by Article IX shaH have been given or provided for to the satisfaction of the Trustee),
prior to or concurrently with the authentication and delivery of the Bonds so requested, and further stating that no part of such principal amount of Bonds has theretofore been Bonded.
OpinioJI of                            (d) the Opinion of Counsel provided for in Section 3.04(g);
CouniKl and Furtbu                                ( e) copies of the certificates, or other documents, if any, Certificate.~. ete.
specified in the Opinion of Counsel provided for in Section 4.01 {d).
Coupon hflnds                Sacrion 4.02. Any and all Coupon Bonds delivered to the Trustee dcli1~rtd MUSI hnc att*<h<:d      pursuant to this Article IV shall have attached thereto all unmatured CO<lfl'lOS coupons appertaining thereto.
No h<1ods i,s11*bl~          Section 4.03. No Bonds shall be authenticated and delivered at any on b,isi, o(
Bonded lJonds        time under this Articfe IV upon the basis of Bonded Bonds.
ARTICLE V ISSUANCE. OF BONDS BASED ON DEPOSIT OF CASH WITH TRUSTEE R<quiNments for              Section 5.0 J. The Trustee shall, from time to time, upon the isst1,nc:c written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Trea-surer, authenticate and deliver Bonds of one or more series, or any portior. of a series, upon deposit with the Trustee by the Company of cash equal to the aggregate principal amount of the Bonds so requested
 
29
                                                          &sect;&sect; S.Ol (cant.), s.az. 6.01
* to be authenticated and delivered but cnly after the T rustcc shall have received; (a) the Board resolution provided for in Section 3.04(a);
(o) the Officers' Certificate provided for in Sec!ion 3.04 ( b);           01lkei-s' c~rtilieute
( c) the Opinion of Counsel provided for in Section 3.04 (g);             Opinion  a(
C~un~I and
( d) copies of the certificates, or other documents, if any,               fut1!rer Cutific:atllS.
specified in the Opinion of Counsel provided for in Section 5.01 ( c).           C(C.
Section 5.02. All cash deposited with the Trustee under SectiOfl                 Witbdm,.al t>f o,sb d*lk!$ite<I 5.0! shall be held by the Trustee as part of the Mortgaged Property, and               umder may be withdrawn from ti:ne to time by the Company in accordance                       Section 5.01 with Article XI.
ARTICLE   vr ISSUANCE OF BONDS BASED 01'.' PRIOR. LIEN BONDS Section 6.01. Subject to Section 6.02, the Trustee shall, from time             ~-l~n,onrs for l!\$UOJ\CC to lime, upon the written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President a11d its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenticate and deliver Bonds hereunder in one or more series, or any portion of a series, equal to the principal amount of Prior Lien Bonds purchased or acquired by the Company and deposited witli the Trustee or Retired after December l, 1986, but only after the Trustee shall have received the following:
(a) the Board resolution provided for in Section 3.04 (a);                 Board nv,lucion (b) :he Officers' Certificate provjded for in Section 3.04{b);
( c) the Opinion of Counsel provided for in Section 3.04 (g);             Opin!un of Coun<<-1
( d) copies of the certificat~s or other documents, if any,               Further Ctrtiflait,s, etc.
specified iii the Opinion of Counsel provided for in Section 6.01 (c};
 
30
                      &sect;&sect; 6.01 (con!.), 6.0?, 7.0!, 7J)?
.,f"rtlt<!r ..             --* (e) *an Officers'- Certificate stating that Prior Lien Bonds of a Office"''
C,rtifi,:,,tc       specified amount (notless than the principal amount of Bonds for which such request for authentication and delivery is made under this Section 6_01) have been Retired or, concurrently with the authentication and delivery of the Bonds requested, will be Retired or purchased or acquired b~' the Company and deposited with the Trustee, or paid, retired, redeemed, canceled or otheiwise discharged, or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof are then held by or will be deposited with the trustee or mortgagee under the Prior Lien securing such Prior lien Bonds concurrently with the authentication and delivery of the Bonds requested, and further stating lhal the principal amount of such Prior Lien Bonds are not Bonded, accompanied by such Prior Lien Bonds purchased or acquired by the Company, or a certificate of the trustee or mortgagee under such Prior Lien stating that such Prior Lien Bonds have not been used as a basis for the issuance of Prior Lien Bonds pursuant to such Prior Lien and that such Prior Lien Bonds hase been Retired or purchased, paid, retired, redeemed, canceled or otherwise discharged, or that provision for such purchase, payment, retirement, redemption, cancellation or other discharge satisfactory to such trustee or mortgagee has been made, including the depo.sit of any necessary money or Governmental Obligations wtth such trustee or mortgagee_
  ,\'o Bonds issuable        Section 6.02. No Bonds shall be authenticated and delivered at any on hasis of llond*J Pno,      time under this Article VI on the basis of Bonded Prior Lien Bonds.
Uen Bond's ARTfCLE   vrr COVENANTS Of THE COMPANY l'aymtnt                    Section 7.01. The Company will duiy and punctually pay the o>J ?rindp*I
  **d iol'~>I        principal of, premium, if any, and interest on all Outstanding Bonds at the times and places and in the manner provided for in the Bonds, any coupons appertaining thereto and this Indenture.
Poi~don,                    Section 7.02. On the date of the execution of this Indenture the m:11intr,.na.nw of lien            Company is !awfully seized and possessed of all the Mortgaged Property and rigbl          in existence on such date, free . and clear of all liens other than lo ITTl)rtg:i~e Permissible Encumbrances; the Company will maintain and preserve the Lien of this I ndenturc so long as any Bond is Outstanding subject to its right to create Prior Liens which are Permissible Encumbrances; and
 
31
                                                                        &sect;&sect; 7.(i2 {cont.), '7.03, 7,04, 7.0S
-~*-* \,'-*** * ~-thii *company has *good tight and Ja'-"'ful authority to mortgage the Mortgaged Property,     a5 provided in and by this Indenture.
Section 7.03. The Company will, subject to Article Xlll, at all times maintain its corporate ex.istence and right to carry on business, and duly procure all renewals and extensions thereof, if and when any shall be necessary.
Section 7.03. The Company will, subject to Article Xlll, at all times maintain its corporate ex.istence and right to carry on business, and duly procure all renewals and extensions thereof, if and when any shall be necessary.
Section 7.04. Whenever necessary to avoid or fill a vacancy in the office of Trustee, the Company will in the manner provided in Section 14.14 appoint a Trustee so that there shall be at all times a Trustee which sl,aH at all times be a bank or trust company having its principal office and place of business in the United States of America and a corporation or association organized and doing business under the laws of the United States or of any State or the District of Columbia, with a combined capital and surplus of at least Twenty Million Dollars (S20,000,000), and authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by Federal, State or District of Columbia authority.
Section 7.04. Whenever necessary to avoid or fill a vacancy in the office of Trustee, the Company will in the manner provided in Section 14.14 appoint a Trustee so that there shall be at all times a Trustee which sl,aH at all times be a bank or trust company having its principal office and place of business in the United States of America and a corporation or association organized and doing business under the laws of the United States or of any State or the District of Columbia, with a combined capital and surplus of at least Twenty Million Dollars (S20,000,000), and authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by Federal, State or District of Columbia authority.
Section 7.05. The Company will cause this Indenture and all Supplemental Indentures or notices in respect thereof to be promptly recorded and filed and rerecorded and refiled in such manner and in sueii places, as
Section 7.05. The Company will cause this Indenture and all                        Rrcon!acion ofladt*lun:
Supplemental Indentures or notices in respect thereof to be promptly recorded and filed and rerecorded and refiled in such manner and in sueii places, as may be required by law in order folly to preserve and protect the security of the Bondholders and all rights of the Trustee, and will deliver to the Trustee:
(a) promptly after the execution and delivery of this Inden-                  Oploiqo of Counscl ture and of each Supplemental Indenture,
prOfl<!!tl)'
prOfl<!!tl)'
Eng!nffr'$
examined such Officers' Certificate in connection with such release, (ii) the'Fair Value, in the opinion of the signer of such Engineer's Certificate, of {A) all of the Mortgaged Property, and (B) the Mortgaged Property to be released, in each case as of a date not more than 90 days prior to the date of such release, and (iii) that in the opinion of such signer, such release will not impair the security under this Indenture in contravention of the provisions hereof; (c) in case any Bondab!c Property is being acquired by the              Eng!nffr'$
Cer1iftc:,,.1c for acquiffil property Acc-?unc2n1*s Ctniikare furtbcf Offic.:"'
Cer1iftc:,,.1c
Ccrtifi~1t Opinion l)f co~n~l Roi~~ of limited amouot nr Mottgaged Proptrty 44 Ii&sect; 10.0J (ton!,), l0.04 Persons other than the Company in a business similar to
    . Company with the proceeds of, or otherwise in connection with,                for acquiffil property such release, an Engineer's Certificate, dated the elate of such release, as to the Fair Value, as of a date not more than 90 days prior to the date of such release, of the Bendable Property being so acquired (and if within six months prior to the date of acquisition by the Company of the Bondabie Property being so acquired, such Bondable Property has been used or operated by a Person or
 
44 Ii&sect; 10.0J (ton!,), l0.04 Persons other
* unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the Mortgaged Property.
* unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the Mortgaged Property.
77 &sect;&sect; 14.01, J.t.l)l ARTICLE XIV THE TRUSTEE Section 14.01. (a) The Trustee shall at all times be a bank or trust company eligible under Section 7.04 and have a combined capital and surplus of not less than Twenty Million Dollars ($20,000,000).
 
lf the Tmstee publishes reports of condition at least annually, pursuant to law or to the requirement of any supervising or examining authority referred to in Seceion 7.04, then for the purposes of this Section I 4.01 the combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) The Trustee
77
                                                                  &sect;&sect; 14.01, J.t.l)l ARTICLE XIV THE TRUSTEE Section 14.01. (a) The Trustee shall at all times be a bank or trust company eligible under Section 7.04 and have a combined capital and surplus of not less than Twenty Million Dollars ($20,000,000). lf the Tmstee publishes reports of condition at least annually, pursuant to law or to the requirement of any supervising or examining authority referred to in Seceion 7.04, then for the purposes of this Section I 4.01 the combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
(b) The Trustee hereby accepts the trust created by this Inden-ture. The Trustee and, if a separate or co-trustee is appointed pursuant to Section 14.15, such separate or co-trustee, undertakes prior to Default, and after the curing of all Defaults which may have occurred, to perform such duties and only such duties as are specifically set forth in this Indenture, and in case of Default (which has not beer. cured) to exercise such of the rights and powers vested in it by this lndenturc, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. For purposes of this Section 14.01 and Section 14.02, a Default shall be deemed cured when the act or omission or other event giving rise to such Default shall have been cured, remedied
:nel'idiao.
:nel'idiao.
ALSO tho mn:-theast quarter of tho southwest quarter of Section 35, lowmihip 41, flange 28 of the 5tn principal mer-idien.
ALSO tho mn:-theast quarter of tho southwest quarter of Section 35, lowmihip 41, flange 28 of the 5tn principal mer-idien.
ALSO the nn:-lhwest quarter of the routheast ei-uarter of Section 35, township 41, Range 2EI of the 5th prindpal met>idiari.
ALSO the nn:-lhwest quarter of the routheast ei-uarter of Section 35, township 41, Range 2EI of the 5th prindpal met>idiari.
ALSO the east half of tho southeast quarter of Section 35, Township 41, f!anqe 26 of the 5th ?l:' ineipal med.di.an, 24 ,84 acres c;,:, :e or less in the southeast JX)rtlon of said tract described es follo>i'!J.:
ALSO   the east   half of   tho   southeast   quarter   of Section 35, Township 41, f!anqe 26 of the 5th ?l:' ineipal med.di.an, ~ 24 ,84 acres c;,:, :e or less in the southeast JX)rtlon of said tract described es follo>i'!J.: Beginning at the snvtheost corner of Section 35, Town,ihip 41, flar,ge 2/l of the 5th principal meridian, thence N'orth 16li0 feet along the east line of said Section 3S, thence West 660 l"ect, thence South 1640 feet, thence East 660 feet along the south line of said Section J5 to the point of begi nnir.;i, oll in Section J5, Township 41, Range 28 of the 5th principal meridian.
Beginning at the snvtheost corner of Section 35, Town,ihip 41, flar,ge 2/l of the 5th principal meridian, thence N'orth 16li0 feet along the east line of said Section 3S, thence West 660 l"ect, thence South 1640 feet, thence East 660 feet along the south line of said Section J5 to the point of begi nnir.;i, oll in Section J5, Township 41, Range 28 of the 5th principal meridian.
ALSO a perpclu~l easenent. to flood and otherwise d.:imsgc as a result n(     the construction, opei:atfon nnd mn1ntenan,;;e of the d.im, powet: plan!:.
ALSO a perpclu~l easenent.
and works ap;:iurteflant: the,eto, a1)d a pcrpetuuL easement of i~uss o!"d egr,rns, of entrance and i;e-enttonce and of clearance of b,ush, trees and other growth in and ta the followil"9 described tract: Beginni"] at the northeast corner or Section 35, To ..nship 41, Range 28 of the 5th princ:ipal meridian, thence South 875 feet along the east line of said Section 35, thence West 100 feet, thence No.th S:75 feet to the nai:th
to flood and otherwise d.:imsgc as a result n( the construction, opei:atfon nnd mn1ntenan,;;e of the d.im, powet: plan!:. and works ap;:iurteflant:
  .line of said Section J5, thence East ioo feet along the north line of said Section 35 to the point of beginnir~, all in Section J5, Township 41, Range 28 of the 5th principal meridian.
the,eto, a1)d a pcrpetuuL easement of i~uss o!"d egr,rns, of entrance and i;e-enttonce and of clearance of b,ush, trees and other growth in and ta the followil"9 described tract: Beginni"]
ALSO approximately 24,04 acres described as bounded by a line starting at tho southeast corne~ of Section JS, Torlnshi? 41, Rao;ie 2B,
at the northeast corner or Section 35, To .. nship 41, Range 28 of the 5th princ:ipal meridian, thence South 875 feet along the east line of said Section 35, thence West 100 feet, thence No.th S:75 feet to the nai:th .line of said Section J5, thence East ioo feet along the north line of said Section 35 to the point of beginnir~, all in Section J5, Township 41, Range 28 of the 5th principal meridian.
, thence proceeding North 1640 feet, thence West 660 f2et, thence South 1640 foet, thence East 660 feet to tho starting point.
ALSO approximately 24,04 acres described as bounded by a line starting at tho southeast corne~ of Section JS, Torlnshi?
ALSO the northwest quarter cf the southeast qu.i,ter of Section 25, iownship 41, Range 28 of the Sth principal meridian.
41, Rao;ie 2B, , thence proceeding North 1640 feet, thence West 660 f2et, thence South 1640 foet, thence East 660 feet to tho starting point. ALSO the northwest quarter cf the southeast qu.i,ter of Section 25, iownship 41, Range 28 of the Sth principal meridian.
ALSO 18 ac,es oF equal width from east to west off the east. side of the s:Juthwest quarter of' the nci,theast quarter, exeeet that part of the at:ove described tract now in a public road, and except 2 acres r.rire or less in the northwest corner- of said 1S-acre tnct, for church aro cei,,etery, all in Section 2S, Township 41, Ra~e 28 of the Sth principal
ALSO 18 ac,es oF equal width from east to west off the east. side of the s:Juthwest quarter of' the nci,theast quarter, exeeet that part of the at:ove described tract now in a public road, and except 2 acres r.rire or less in the northwest corner-of said 1S-acre tnct, for church aro cei,,etery, all in Section 2S, Township 41, Ra~e 28 of the Sth principal  
:noridi,m.
:noridi,m.
ALSO the southeast quarter of the northeast quarter of Sect.ion 25 1 fow:lShip 41, flange 28 of the 5th principal rneridi.an, except that part of' the above described ti.act n,;,w in o public raad. A -12 ALSO a trian:}ular tract bounded by a line beginni:'l')
ALSO the southeast quarter of the northeast quarter of Sect.ion 25 1 fow:lShip 41, flange 28 of the 5th principal rneridi.an, except that part of' the above described ti.act n,;,w in o public raad.
at the southeast comer of the northeast qua:ter of lite northeast quart!!t of Sect ion 25, Township 41, Rar,ge '28 of U1e 5th principal  
A - 12
~ieridian, thence North :20 rods, thence in a Southwesterly direcl:icn to a point 3S r<;1ds ~st of the ooutheast eorner or said qu.irter quarter section, thence East JS rods to the point of be9inning, all in Section 2S, Township 41, ?.ange 26 of the Sth principal neridian, exceet that part of the wove described tract nQw in a public road. ALSO the ea:;it half of the southeast quarter of Section 25, Township 41, Rarw:_;e 28 or the 5th principal meridian.
 
ALSO the west half of the northwest qua rte~ of Section )0, TonnGl1ip 41, Raf',]e 27 of the 5th principal meridian, e><cept that part of the nt>ove described  
ALSO a trian:}ular tract bounded by a line beginni:'l') at the southeast comer of the northeast qua:ter of lite northeast quart!!t of Sect ion 25, Township 41, Rar,ge '28 of U1e 5th principal ~ieridian, thence North :20 rods, thence in a Southwesterly direcl:icn to a point 3S r<;1ds ~st of the ooutheast eorner or said qu.irter quarter section, thence East JS rods to the point of be9inning, all in Section 2S, Township 41,
*tract now in a public road. ALSO the routh*~e$t quarter of Section JO, ToW11.$hip 41, Range 27* o( the 5th principal fnet'idl.an, sub iect !.5!. a right-a f-way oriel ea:ae!ltent granted to the Hissourl-l<ansas-Texas RailrQad Company in ard over the following described tract: A triangular area in the southwest qua~ter of said Si:!ction JO, beginning at the southeast corner of said southwest c;mn-t.,r, thence Westerly JOO feet along th" south line of said southwest quarter, thence :-/orthe.istcrly 306 feet, :r.ore or less, to a point in the eai;t llne or said southw1:st q\Je;ter, them::c SoYth 60 feet to the point of beginning.
?.ange 26 of the Sth principal neridian, exceet that part of the wove described tract nQw in a public road.
ALSO the scuth..est quart.el*
ALSO the ea:;it half         of the   southeast quarter of   Section 25, Township 41, Rarw:_;e 28 or   the 5th principal meridian.
of th,; southeast quarter of Section 30, fowns~1ip 41, Range 27 of tM 5th principal*
ALSO the west half of the northwest qua rte~ of Section )0, TonnGl1ip 41, Raf',]e 27 of the 5th principal meridian, e><cept that part of the nt>ove described *tract now in a public road.
meridian, $object !.5!. a right-of-way ard easement granted to the ~issouri-Kan.as-Texas Railroad Company in and over the followirg described tract: A ,~rc:et of lard 40 feet wide lyirg iDmediately north of a tr3ct ~scribed as the SOYth 100 feet of***the -..est hPJ. f of the souttie~st quarter of said Sect ion JO, and subjecl: a dght-of-wny at>d easement g~nrited to the Missouri-Kansas-Texas Railroad Company in arrl ever the followirg described trac~: A parcel of land in ~aid Section 30, being the south 100 feet of the 1'11)$1; half of the southeast quarter of said Section JO. Al.SO the southe.ist quarter of the south,.,c:it quarter of Section 29, Towm.1hip 41, flari;ie 27 of the 5th principol meridian, except that part of the above described tract now in a public root!, ord subject !:2. a right-of-way ard easement granted ta the Hissouri-Ka11Sas-Texas Railroad COtlpany in and over the followirg described tract: A ~arcel of land in said Section 29, being the south 100 feet of the ea!;t half of the southwest quarter of said Section 29. ALSO the ooutn .. est quarter of the ooutheast quarter of Section 29, Towoshi? 41, Rao;ie 27 of the 5th principal meddian, e1<:ccpt that part of the a:iove described tract now in a put:.lic rood, aoo subject an agreement made and entered in~o on the first day of July, 1955, by and between the Missouri-Kansas-Texas Railroad Cc111pany and Koroas City A -1J Power & light Company i,tiereby the Light C0<npany haa a;ireed to procure
ALSO the routh*~e$t quarter of Section JO, ToW11.$hip 41, Range 27* o(
* and convey to the Railroad Company by deed in for:m satisfactory to the Rail road Company a permanent.
the 5th principal fnet'idl.an, sub iect !.5!. a right-a f-way oriel ea:ae!ltent granted to the Hissourl-l<ansas-Texas RailrQad Company in ard over the following described tract: A triangular area in the southwest qua~ter of said Si:!ction JO, beginning at the southeast corner of said southwest c;mn-t.,r, thence Westerly JOO feet along th" south line of said southwest quarter, thence :-/orthe.istcrly 306 feet, :r.ore or less, to a point in the eai;t llne or said southw1:st q\Je;ter, them::c SoYth 60 feet to the point of beginning.
easement or d';ed to the right-of-way required for certain tracks of the Railroad COl'llpany in and over certain property located in said Section 29. ALSO the oouthaast quarter cf the no~theast qua~ter of Section 29, Township 41, flar(}e 27 of tlu! 5th pdm;-ip.il meddian, exceet lhnt part of the a:iove described tract no>< in a public rood. ALSO the ,wst h.tlf of the southe11st quarter of Section 29, Town!.lhlp 41, Rar,;i>} 27 of the 5th principal meridian, except thst part ct" the above described tx-a,;:t now in a public road, w-x1 subject an agreement made and entered into on the first day of July, 1955, by and between the Hissour 1-Karssoo-Texas Railroad Company and Konsa,J City Powt & light Company whereby the Light Company has agreed to procure oo;I convey to tho Railroad Company by deed in form fatisfactory to the R,iilraod Ccr.ipany a pei;rnaMnt easement or reed to the right-of-way required for certain trac:ks of the Railroad Campany in and oviH' c,ertain propc~ty located in said Section 29. ALSO the Wil&t half of the southwest quarter of Section 28, Township 41, Range 27 of the 5th pc:-incipal meddian, subject ta on agreement mnde and entered into on the first dsly of July, 1955, by and between the Hiawuri-Karisa::i-Texas Railroad Company an<:I Kansas City Power & Light Company whereby the Light C!l(.lpony hao agreed to procure and convey to the Railroad Campany by deed in form satiafac:tory to the Railroad Co.,ipany e permanent ea,ierneol:
ALSO the scuth..est quart.el* of th,; southeast quarter of Section 30, fowns~1ip 41, Range 27 of tM 5th principal* meridian, $object !.5!. a right-of-way ard easement granted to the ~issouri-Kan.as-Texas Railroad Company in and over the followirg described tract: A ,~rc:et of lard 40 feet wide lyirg iDmediately north of a tr3ct ~scribed as the SOYth 100 feet of***the -..est hPJ. f of the souttie~st quarter of said Sect ion JO, and subjecl:   ~      a     dght-of-wny     at>d easement   g~nrited   to   the Missouri-Kansas-Texas Railroad Company in arrl ever the followirg described trac~: A parcel of land in ~aid Section 30, being the south 100 feet of the 1'11)$1; half of the southeast quarter of said Section JO.
o:.-deed to the right-of-way required for certain tracl<s of the Railroad Company ia and over certain property located in said Section 2B, ALSO the ooutheast quarter of the oouthweot quarter of Section 28, Town$hip 41, Rar,;ie 27 of the 5th principal mer.l,dian, subject to an ngree:nent rr.ade al\d entcr:ed into on the first da)' of July, 1955, by ard bct1<<1en the Hiseour i-Kansas-Texas Railroad Company and Kansas City Power & Light Company ..hereby the light Company has agreed to p:ocure ond convey to the Railroad COO!pany by deed in form aati3factory to the Railroad Company e permanent ea,ae:nent or wed to the right-of-way re<iuircd for certein tracks or tho Railroad Comp11ny .in and over certain property located ln said Section 2a. ALSO all of Section 36, township 41, Rao;ie 28 of the 5th pd.ncipal mec:-id~an, except that part of tne above deacdbod tract now in a public road, and except a strip or land in the north p>rtion of said Section )6 described as follows: He,ginning at the northwest corner of said Section 36, thence East 3972 feet olo:vJ the north line of soid Section J6, thence South 875 feet ru.ong the east line or the northwe:.t quarter of the no:theast quarter of said Sect ion 35, thence West 3972 feet .ta the west line of said Section J6, thence North 87S feet along the west line of said Section JG to the poi.nt of beginnirg, A -14 all in Section J6, To1<nship 41, ?.ange 21l of tile 5th principal  
Al.SO the southe.ist quarter of the south,.,c:it quarter of Section 29, Towm.1hip 41, flari;ie 27 of the 5th principol meridian, except that part of the above described tract now in a public root!, ord subject !:2. a right-of-way ard easement granted ta the Hissouri-Ka11Sas-Texas Railroad COtlpany in and over the followirg described tract: A ~arcel of land in said Section 29, being the south 100 feet of the ea!;t half of the southwest quarter of said Section 29.
:neridian, ond except that portion of the fond hereafte~
ALSO the ooutn..est quarter of the ooutheast quarter of Section 29, Towoshi? 41, Rao;ie 27 of the 5th principal meddian, e1<:ccpt that part of the a:iove described tract now in a put:.lic rood, aoo subject ~ an agreement made and entered in~o on the first day of July, 1955, by and between the Missouri-Kansas-Texas Railroad Cc111pany and Koroas City A - 1J
wscribed which lies above the 755 foot contour line above mean sea le*,el, -..hich land is in the north portion of said Section 36 and is described all follows: Beginning at a point 496 feet notth and 400 feet: west of the southe,mt co:rne, of the northwest quarter of th" northe~st quatter of said Section 36, thenctl liest 3560 feet to a point on the west line of said Section 36 which lies 496 feet north of the southwest comer of the northwe,;t qu1:1rter of the northw~st quarter, cf said Section 36, lhence South to lhe $0uthwest corner' of the northwest quarter of the north-.iest quarter of said Section 36, th!lace East to the ooutheast corner of the northwest quarter of the northwest qc.,rter or said Section J6, thence South a.long the west line of the northwest qu,uter of the southeast quarter of the northwest i;uarter of said Section 36 to the southwe~t corner of the northwest quarter of the southeast quarter of the northwest quarter of said Section 36, thence East to the southeast corner of the northeast quarter of the southeast quarter of the northwest qua,ter of said Section J6, thence continuing East to the southeast coi-ner of the northwest quarter of the southwast quarter of the ~ortheast quarter of said Section J&, thence North to the northeast corner of the northwest quattor of the southi<e!lt qunrter of tne no-rthesst quarter of snid Section 36, thence E:ast to a p:iint on tl'ie south line of the northwest quarter of the northea::it  
 
<;uarter of said Section J6 which lies 400 feet ~st cf the ooutheast corner of the northwC?st quartet of the norttieast quarter of said Section 36, thence North 495 feet to the ;:,oint of beginning, all in Section 36, Township 41, ~nnge 28 of the Sth principal meridian, and~ a tract of land in the oouthwest portion of said Section J6 described as follo;,s:
Power & light Company i,tiereby the Light C0<npany haa a;ireed to procure
Beginni~g at the southeast corner of tne $0uth~est Qua~te~ of soid Section 36, thence North 1080 feet, thence West 1600 feet, thence "lorth 560 foct, thcnel:l West 10l.i0 feet, thence South l64l feet along the nciot UM of said Section J6, thence Eai:;t 2540 feet along the south line of said S*Jction J6 to lhc point or beginning, all in Section 36, To,mshi;i 41 1 Range 23 of the 5th principal fllet'idian, oN! subject !2, a :-ight-of-way ard easer.ient granted to the Hi:snour l-KaMan-Texas RoH,oad Company in and over the follo-.iing described lrnct: A triangular parcel of land in saiu Section }6, described as follows: Beginning at the n.orth.,ast corner of the northwest qua-rtcr of the northem:it quarter of said Section 36, thence Southerly along tho east line of said northwest quarter 100 feet, tl1ence :>.ort.h;;este::ly 412 feet, ft!Ol.'1'!
* and convey to the Railroad Company by deed in for:m satisfactory to the Rail road Company a permanent. easement or d';ed to the right-of-way required for certain tracks of the Railroad COl'llpany in and over certain property located in said Section 29.
or less, to a point in the north line of said northwest quarter, thence Easterly 400 feet, raore or less, to enc point of beginning, aro sub !oct !!:_ a dghta-0f-way and easi!tnent.
ALSO the oouthaast quarter cf the no~theast qua~ter of Section 29, Township 41, flar(}e 27 of tlu! 5th pdm;-ip.il meddian, exceet lhnt part of the a:iove described tract no>< in a public rood.
granted to the Hissour i-Kans35*
ALSO   the   ,wst   h.tlf of the   southe11st quarter of Section 29, Town!.lhlp 41, Rar,;i>} 27 of the 5th principal meridian, except thst part ct" the above described tx-a,;:t now in a public road, w-x1 subject ~ an agreement made and entered into on the first day of July, 1955, by and between the Hissour 1-Karssoo- Texas Railroad Company and Konsa,J City Powt & light Company whereby the Light Company has agreed to procure oo;I convey to tho Railroad Company by deed in form fatisfactory to the R,iilraod Ccr.ipany a pei;rnaMnt easement or reed to the right-of-way required for certain trac:ks of the Railroad Campany in and oviH' c,ertain propc~ty located in said Section 29.
lex.as Railroad Company in and over the following cescribed tract: A parcel of land in said Section 36, belng the north 100 feet of the east half cf the northeast qua::ter of i.aid Sect.ion 36. ii pe.petu::il easement to flood aoo other,,.iso dar:ie;e as a re$'ul.t of the constrt.Jc:Uan, operation end maintenance of the dam 1 power plant and works a;:,purtena,,t thereto, an:! a pe~petual-easement of ingress and egress, of entrance a:':d re-entrance and of clearance of brusn, trees and other growth in am to the A -15 fol!o><iiVJ  
ALSO the Wil&t half of the southwest quarter of Section 28, Township 41, Range 27 of the 5th pc:-incipal meddian, subject ta on agreement mnde and entered into on the first dsly of July, 1955, by and between the Hiawuri-Karisa::i-Texas Railroad Company an<:I Kansas City Power & Light Company whereby the Light C!l(.lpony hao agreed to procure and convey to the Railroad Campany by deed in form satiafac:tory to the Railroad Co.,ipany e permanent ea,ierneol: o:.- deed to the right-of-way required for certain tracl<s of the Railroad Company ia and over certain property located in said Section 2B, ALSO the ooutheast quarter of the oouthweot quarter of Section 28, Town$hip 41, Rar,;ie 27 of the 5th principal mer.l,dian, subject to an ngree:nent rr.ade al\d entcr:ed into on the first da)' of July, 1955, by ard bct1<<1en the Hiseour i-Kansas- Texas Railroad Company and Kansas City Power & Light Company ..hereby the light Company has agreed to p:ocure ond convey to the Railroad COO!pany by deed in form aati3factory to the Railroad Company e permanent ea,ae:nent or wed to the right-of-way re<iuircd for certein tracks or tho Railroad Comp11ny .in and over certain property located ln said Section 2a.
<$escdbed had: 8e-;iinning at the northwest corner of said Sect ion )6, then cc East )972 f.iet along the noct h line of said Section 36, thence South 875 feet along the eu~t line of the northwest qu3rter of the northeost quorter of saLd Section 36, thence West 3972 feel to the west line of ll~ld Section 36, thence North 875 feet along the "le!iit line of said Section 36 to the ;:oint of beginning, all in Se;tioo J6, Township 41, RallJc 28 of the 5th principal meridian * .:\LSO the nctlheast quarter of the no~theast quarter of Section 1, Ttl'anship 40, Rarqe 29 of the 5th ptim:ipal meddian. )tlSO appl'oxintately 7i,41 acres described as bo1mded by a liM st a,ting at :he southeast corner of the southwest quarter of SecU.an )6, Toimship 41, Rarge za, thence pcoceooin;J North 1 oao feet, thence West 1600 feet, the:1ce North S6D feet, thence West 1040 feet, thence South 1$40 feet, thence East 2640 feet to the starting point, the east 57. 5 feet of the south 10.$0 feet convoyed to Henry County' Mi:.SOlJf  
ALSO all of Section 36, township 41, Rao;ie 28 of the 5th pd.ncipal mec:-id~an, except that part of tne above deacdbod tract now in a public road, and except a strip or land in the north p>rtion of said Section )6 described as follows: He,ginning at the northwest corner of said Section 36, thence East 3972 feet olo:vJ the north line of soid Section J6, thence South 875 feet ru.ong the east line or the northwe:.t quarter of the no:theast quarter of said Sect ion 35, thence West 3972 feet .ta the west line of said Section J6, thence North 87S feet along the west line of said Section JG to the poi.nt of beginnirg, A - 14
: i. ALSO all of Saction >1, To*,<<1ship 41, Ra(Y:l'.l 27 of the 5th principal r.1ericlia11, subject E?. :i. right-of-way and easement granted to the Missou~i-Ksnsas-Texas Railroad Ccmpany in and over the following de$cribed tract: The north 100 feet of the northwest quarter of said Section J1. ALSO the northweGt quarter or the n:Jrthwest quarter of Section 6, ro~nship 40, Range 27 of the 5th principal meridian.
 
all in Section J6, To1<nship 41, ?.ange 21l of tile 5th principal :neridian, ond except that portion of the fond hereafte~ wscribed which lies above the 755 foot contour line above mean sea le*,el, -..hich land is in the north portion of said Section 36 and                 is described       all follows: Beginning at a point 496 feet notth and 400 feet: west of the southe,mt co:rne, of the northwest quarter of th" northe~st quatter of said Section 36, thenctl liest 3560 feet to a point on the west line of said Section 36 which lies 496 feet north of the southwest comer of the northwe,;t qu1:1rter of the northw~st quarter, cf said Section 36, lhence South to lhe $0uthwest corner' of the northwest quarter of the north-.iest quarter of said Section 36, th!lace East to the ooutheast corner of the northwest quarter of the northwest qc.,rter or said Section J6, thence South a.long the west line of the northwest qu,uter of the southeast quarter of the northwest i;uarter of said Section 36 to the southwe~t corner of the northwest quarter of the southeast quarter of the northwest quarter of said Section 36, thence East to the southeast corner of the northeast quarter of the southeast quarter of the northwest qua,ter of said Section J6, thence continuing East to the southeast coi-ner of the northwest quarter of the southwast quarter of the ~ortheast quarter of said Section J&, thence North to the northeast corner of the northwest quattor of the southi<e!lt qunrter of tne no-rthesst quarter of snid Section 36, thence E:ast to a p:iint on tl'ie south line of the northwest quarter of the northea::it <;uarter of said Section J6 which lies 400 feet ~st cf the ooutheast corner of the northwC?st quartet of the norttieast quarter of said Section 36, thence North 495 feet to the ;:,oint of beginning, all in Section 36, Township 41, ~nnge 28 of the Sth principal meridian, a n d ~ a tract of land in the oouthwest portion of said Section J6 described as follo;,s: Beginni~g at the southeast corner of tne $0uth~est Qua~te~ of soid Section 36, thence North 1080 feet, thence West 1600 feet, thence "lorth 560 foct, thcnel:l West 10l.i0 feet, thence South l64l feet along the nciot UM of said Section J6, thence Eai:;t 2540 feet along the south line of said S*Jction J6 to lhc point or beginning, all in Section 36, To,mshi;i 41 1 Range 23 of the 5th principal fllet'idian, oN! subject !2, a
:-ight-of-way ard easer.ient granted to the Hi:snour l-KaMan- Texas RoH,oad Company in and over the follo-.iing described lrnct: A triangular parcel of land in saiu Section }6, described as follows: Beginning at the n.orth.,ast corner of the northwest qua-rtcr of the northem:it quarter of said Section 36, thence Southerly along tho east line of said northwest quarter 100 feet, tl1ence :>.ort.h;;este::ly 412 feet, ft!Ol.'1'! or less, to a point in the north line of said northwest quarter, thence Easterly 400 feet, raore or less, to enc point of beginning, aro sub !oct !!:_ a dghta-0f-way and easi!tnent. granted to the Hissour i-Kans35* lex.as Railroad Company in and over the following cescribed tract: A parcel of land in said Section 36, belng the north 100 feet of the east half cf the northeast qua::ter of i.aid Sect.ion 36. ii pe.petu::il easement to flood aoo other,,.iso dar:ie;e as a re$'ul.t of the constrt.Jc:Uan, operation end maintenance of the dam 1 power plant and works a;:,purtena,,t thereto, an:!
a pe~petual-easement of ingress and egress, of entrance a:':d re-entrance and of clearance of brusn, trees and other growth in am to the A - 15
 
fol!o><iiVJ <$escdbed had: 8e-;iinning at the northwest corner of said Sect ion )6, then cc East )972 f.iet along the noct h line of said Section 36, thence South 875 feet along the eu~t line of the northwest qu3rter of the northeost quorter of saLd Section 36, thence West 3972 feel to the west line of ll~ld Section 36, thence North 875 feet along the "le!iit line of said Section 36 to the ;:oint of beginning, all in Se;tioo J6, Township 41, RallJc 28 of the 5th principal meridian *
  .:\LSO the nctlheast quarter of the no~theast quarter of Section 1, Ttl'anship 40, Rarqe 29 of the 5th ptim:ipal meddian.
  )tlSO appl'oxintately 7i,41 acres described as bo1mded by a liM st a,ting at :he southeast corner of the southwest quarter of SecU.an )6, Toimship 41, Rarge za, thence pcoceooin;J North 1oao feet, thence West 1600 feet, the:1ce North S6D feet, thence West 1040 feet, thence South 1$40 feet, thence East 2640 feet to the starting point,
~ the east 57. 5 feet of the south 10.$0 feet convoyed to Henry County' Mi:.SOlJf i.
ALSO all of Saction >1, To*,<<1ship 41, Ra(Y:l'.l 27 of the 5th principal r.1ericlia11, subject E?. :i. right-of-way and easement granted to the Missou~i-Ksnsas-Texas Railroad Ccmpany in and over the following de$cribed tract: The north 100 feet of the northwest quarter of said Section J1.
ALSO the northweGt quarter or the n:Jrthwest quarter of Section 6, ro~nship 40, Range 27 of the 5th principal meridian.
ALSO the west 30 acres of the snuthwoot quarter of the ootth>1oot quarter of Se::tion 6, ro~nship 40, Range 27 1J1f the 5th principal meridian.
ALSO the west 30 acres of the snuthwoot quarter of the ootth>1oot quarter of Se::tion 6, ro~nship 40, Range 27 1J1f the 5th principal meridian.
ALSO the nor~h 450 feet of the riott:hca:Jt quarter of the northeast quarter of Section 6, Township 40, Rar>;Je 27, Henry County, Missouri.
ALSO the nor~h 450 feet of the riott:hca:Jt quarter of the northeast quarter of Section 6, Township 40, Rar>;Je 27, Henry County, Missouri.
ALSO the Mrth 450 feet of the north,wst quart.:t::
ALSO the Mrth 450 feet of the north,wst quart.:t:: of the notthoast quarter of Section 6, fowt1ah.ip tm, Range 27, Henry County, M.i.ssoud.
of the notthoast quarter of Section 6, fowt1ah.ip tm, Range 27, Henry County, M.i.ssoud.
ALSO the north 4.50 feet of the e:mt 4JS.6 feet of the northoast quai;ter of the northwest qua:ter of Section 6, Township 40, Range 27, Heney County, Missoufi.
ALSO the north 4.50 feet of the e:mt 4JS.6 feet of the northoast quai;ter of the northwest qua:ter of Section 6, Township 40, Range 27, Heney County, Missoufi.  
  ~LSO all of Section 32, To>ll'lsh.ip 41, Range 27 of the Sth pdncipal meridian.
~LSO all of Section 32, To>ll'lsh.ip 41, Range 27 of the Sth pdncipal meridian.
ALSO the l'l!st half of Section 33, To'MllShip 41, Range 'Z7 of the 5th principal ~eridian.
ALSO the l'l!st half of Section 33, To'MllShip 41, Range 'Z7 of the 5th principal  
A. - 16
~eridian.
 
A. -16 ALSO the southwest.
ALSO the southwest. quarter of the northeast (1\/arter cf Section     :n, To"nshtp 41, Range 27 of the 5th principal meridian.
quarter of the northeast (1\/arter cf Section :n, To"nshtp 41, Range 27 of the 5th principal meridian.
ALSO the northwest quarte, of the southeast quarter of Section }J, ro*.mslli::, 41, Range 27 of the Sth principal meridian.
ALSO the northwest quarte, of the southeast quarter of Section }J, ro*.mslli::, 41, Range 27 of the Sth principal meridian.
ALSD iO llcres or equal w1dth from east to w&st off the ...i,st side of the oouth'!est quarter of the ,;;outheast quarter of Section :n, fo*.,,nship 1,1, Range 27 of the ~tr, ptincip:il  
ALSD iO llcres or equal w1dth from east to w&st off the ...i,st side of the oouth'!est quarter of the ,;;outheast quarter of Section :n, fo*.,,nship 1,1, Range 27 of the ~tr, ptincip:il ~ridian.
~ridian. ALSO the northwest quarter or the zoutheast quarter of the northeast quarter of Section 33, ro..nship 41 1 Rar,ge 27 of the 5th principal tlOt'idi~n.
ALSO the northwest quarter or the zoutheast quarter of the northeast quarter of Section 33, ro..nship 41 1 Rar,ge 27 of the 5th principal tlOt'idi~n.
Af.SO the weot half of the northwest qllllrter of the north,wst quarter of Section 4, iownship 40, Ra"')e 27 or the 5th principal meridian.
Af.SO the weot half of the northwest qllllrter of the north,wst quarter of Section 4, iownship 40, Ra"')e 27 or the 5th principal meridian.
ALSO the northeast quarter of the r.ortnwest quarter of the northwest quarter of Soction 4, Township 40, Raf':je 27 of the 5th principal cieridi3n.
ALSO the northeast quarter of the r.ortnwest quarter of the northwest quarter of Soction 4, Township 40, Raf':je 27 of the 5th principal cieridi3n.
ALSO the r.orth1test qu;:i::tcr or the northwest quarter of Section :S, iownship 40, Range 27 of the 5th p;inclpal meridian, ,\lSO the east half' of the northwest quartar of Section .:;, ,a,.,,..sh.ip 4D, Range 27 of the Sth pdn~ipal r.>eridian.
ALSO the r.orth1test qu;:i::tcr or the northwest quarter of Section :S, iownship 40, Range 27 of the 5th p;inclpal meridian,
ALSO a tdangular trsct bounded by a line beginnirq at the northeast corner of the northwest quarte~ of the northeast quarter of Section 5, Town;ihip 40, Rair-.;ie 27 of the 5th principal meridia,,, thence West 300 feel:., the/\ce in a Southeasterly direct ion to II point 700 feet south of the /'lor:1;,ti,rnst corner of s.iid quatt er quarter section, thence North 700 feet to the point of be{Jinning, all in Section 5, Township 40, Rarge Z7 of the 5th principal meridian.  
    ,\lSO the east half' of the northwest quartar               of Section .:;,
/\LSO the eost hal. f of the northeast quarter of Sect ion 5, fo,mship 40, Rnnge 27 of the 5th principal neridion, a stdp of la:,t.l in the southwest pOrtion of said tract c:!escribed as follows: Beginning at the southwest corner of the southeast quarter of the no;theast quarter of said Section 5 1 then;e Xorth 1320 feet to the north-..est corner of said quarter qilllrter section, thence East t;(JO feet along the north line of said ~~arter quarter section, thence South 1320 f~et to the south line of said quartet quarter section, thence West 400 feet along the south line of said quarter quarter section to the p<:lint of beginning, all in Section 5, fowl'IShip 40, HaC),le 27 of the 5th ?rincipal meridian, ALSO the east one-half of the south.iest quarter of the northwest q~erter of Section 5, Township 40, R~nge 27. A -17 i\LSO the notth 450 foet of t!1e W'!.!St <Jne-r.al( of the northeast qWJi:teI' of Section .S, Township 4Cl, Range 27, Henry Ca*.:nty, Missouri, exceptiUJ that port, which applies,.
,a,.,,..sh.ip 4D, Range 27 of the Sth pdn~ipal r.>eridian.
or a tract of .l.aod Clescribed os beginnlr,.;i at the northeast cornet of said one-half quart.er !llec:.ion, thence South along the east line of said one-haLf.
ALSO a tdangular trsct bounded by a line beginnirq at the northeast corner of the northwest quarte~ of the northeast quarter of Section 5, Town;ihip 40, Rair-.;ie 27 of the 5th principal meridia,,, thence West 300 feel:., the/\ce in a Southeasterly direct ion to II point 700 feet south of the /'lor:1;,ti,rnst corner of s.iid quatt er quarter section, thence North 700 feet to the point of be{Jinning, all in Section 5, Township 40, Rarge Z7 of the 5th principal meridian.
quarter section a distance of 700 feet, thence North1'iesterly to a point on the north line o( said one-half quarter section which is }00 f&ot west of t~e northeast corner thereof, thence Eeat along the north line of nforesstd one-half quarter section to the point of beginning.
  /\LSO the eost hal. f of the northeast quarter of Sect ion 5, fo,mship 40, Rnnge 27 of the 5th principal neridion, ~ a stdp of la:,t.l   in the       southwest pOrtion of said         tract c:!escribed as follows: Beginning at the southwest corner of the southeast quarter of the no;theast quarter of said Section 5 1 then;e Xorth 1320 feet to the north-..est corner of said quarter qilllrter section, thence East t;(JO feet along the north line of said ~~arter quarter section, thence South 1320 f~et to the south line of said quartet quarter section, thence West 400 feet along the south line of said quarter quarter section to the p<:lint of beginning, all in Section 5, fowl'IShip 40, HaC),le 27 of the 5th
H01'ARD COUN1'Y (24) Substation No. 25 i;J.as9ow, 2nd & LaF'ayeUe, Ghtsgow: 1\11 of Lots 1, 2, Jard 4 in Block 1J in the City of Glas;;ow, Howard County, MisGOuti, JAU<SIJN COUNTY (25) Substation Ne. 74 Turbine Genet'oting Site &. General Plant hQrthesst, 900 ~rth Olive, Kar~as City: Caramencir:,g at a point on the north line of Nicholson Avem,e in Kans as City, Missouri, 60.0 feet southwesterly of the intersection of said north line of Nicholson Avenue with l:.he west line of lot 64 in the sub-division larx!s of Joseph Guinotte, a:ljoin.i.19 the City of K,msas City; th~nce Northwesterly parallel to .iro 60.0 feel:. distance frcrn said lot 64 a distance of 490,0 feet to the poinl:. of beginning of the T~act of land; thence continuirg the last d\?scribed course, 516.39 f'eet l1'0re or less, to a point b;;,ir-q 100,0 feet dist1.1nt southedy meas..:red perpendicula:.-ly, froo,1 the United StJtes Harbor Linc, as estoolishetl by the survey of 1904; thence Southwe!iterly ard parallel with acid 100.0 feet distance from said tla~bor: Line 1700.0 feet to a point; thence Southeaste~ly at an erglc of 90" 00' to .. thc last descdt,ed course 600.0 feet t:, n point; thence Northe3sterly at 1.1n angle or 90&deg; oo* to tho last o.sc:ribed course 1543 feet r:r:,re o, less, lo a pofot* 49Q.O feet iro:isured at ri.ght argles fr;om the northerly line of Nlchols,;,n Avenue; thence i'iortheasterly parallel with e.ald Nicholson II.venue and 490.Q feet ftcm the nort:heely line the~eof 342.95 feet o:ore or less, to the point of beginning.
?rincipal meridian, ALSO the east one-half of the south.iest quarter of the northwest q~erter of Section 5, Township 40, R~nge 27.
ALSO commencing at a point on the northerly line of Nicholson Avenue, in KansllS City, Hissm,ri, 60.00 feet scuth .. est1:dy frcn the inte.secl:.ion of said northerly line of Nicholson i\ver,ue with the westerly line of lot 64, in the st.1'::>-division of lands or Joi;eph Guinotte; thence North .. esterly parallel with :ind 60,00 feot distance frc,:i the westerly line of said Lot 64, a distan::e of 450,00 feet, to a point in the northedy right-of-way Iir,e or the lfor:'Hl3 City Southern Railroad Company, said point being the p:>int or beginnirg of said tract of' land to be described; thence in a North>1esterl:, direction on the last described course a distance of 40.00 feet, said p:,int being the ~outheaste,ly p;operty corner of the Kansas City Power & light Cocpany, A -18 l:.hcnae in Southwe9torly direction rr.nkir,;i an angle of 90" 00" to last described course, on the routherly property line of the Koriaas City Power & Light Co,;ipony a distunce or J4Z,9S feeti thence in a Southwesterly direction ooldrq an angle of 19&deg; OZ' 05" to the .ight fr0<n the last ooscdl:>ed course produced, ar,;J on the southerly property line of the Kansas City Power & Light Coopony, a diotance of 1544.22 feet to a point at the, oouth>ies!:erly property corner of said IC:msea City Power & Light Company; thence in a Southeasterly direction l:'illkir,g an angle of 90&deg; 00' t.c last described course, a diatonce of 498,26 feet, to o point in the no.-therly right-of-way line. of the Kansas City Southern Rail.-oad Company, thcm:e in a Northeasterly direction on the notthc;;ly t"ight-of-way line of the Kansan City Southern Railroad C011pany on a curve concave northwesterly having a radius of 5610,6) feet and a central angle of 9&deg; 1J' 4}" a distance of 90},49 feet to a point 450,00 feet northerly  
A - 17
~ensured at right nrqles from the northerly line of ~icholson Avcm.1e; thence in a Northeasterly direction on the northerly -right-of-..,ay line of said Kansas City Southern Railroad COf.l;:mny, pai:allel with and 450,00 feet distance northerly fto<r. the northerly line of Nicholson Avenue o di5tance of 1065,44 feel to point a f beginning.  
 
(26) Substation No, 15 & Coal Yard Grand Avr.mue, 2nd 6 Gi:and, Kansas City: ~i.'lrth 20 feet of Lot 42, Block 4, South 40 feat of lot 17, All of lots 20 1 21, 24, 25, Block J. All of Lots 211, 212, 213 and 214, tllock 22. All of Lots 50, 51, 52 ard 53, Block 5. That part of t.ot 49, Block 5 lying south of ttie Chicag::>  
i\LSO the notth 450 foet of t!1e W'!.!St <Jne-r.al( of the northeast qWJi:teI' of Section .S, Township 4Cl, Range 27, Henry Ca*.:nty, Missouri, exceptiUJ that port, which applies,. or a tract of .l.aod Clescribed os beginnlr,.;i at the northeast cornet of said one-half quart.er !llec:.ion, thence South along the east line of said one-haLf. quarter section a distance of 700 feet, thence North1'iesterly to a point on the north line o( said one-half quarter section which is }00 f&ot west of t~e northeast corner thereof, thence Eeat along the north line of nforesstd one-half quarter section to the point of beginning.
: t. Alton Railrood right-of-way.
H01'ARD COUN1'Y (24) Substation No. 25 i;J.as9ow, 2nd & LaF'ayeUe, Ghtsgow: 1\11 of Lots 1, 2, Jard 4 in Block 1J in the City of Glas;;ow, Howard County,
All of Lots 54, 55, 56, 57 1 SB, 59, 62, 63, 64, 65 a 66, Sbck 6. All of vacated .Spdr.;i Stceet lying between Lot $1, Block 5 and Lot 211, Bled< 22. All of vacated fint Str<:iet lyir,;i between Block 6 on the south nrd Blocks 5 aoo 22 on the north and e,ctendi l"9 frO>Jl Walnut Street to Grand .t111enue.
: MisGOuti, JAU<SIJN COUNTY (25) Substation Ne. 74 Turbine Genet'oting Site &. General Plant hQrthesst, 900 ~rth Olive, Kar~as City: Caramencir:,g at a point on the north line of Nicholson Avem,e in Kans as City, Missouri, 60.0 feet southwesterly of the intersection of said north line of Nicholson Avenue with l:.he west line of lot 64 in the sub-division larx!s of Joseph Guinotte, a:ljoin.i.19 the City of K,msas City; th~nce Northwesterly parallel to .iro 60.0 feel:. distance frcrn said lot 64 a distance of 490,0 feet to the poinl:. of beginning of the T~act of land; thence continuirg the last d\?scribed course, 516.39 f'eet l1'0re or less, to a point b;;,ir-q 100,0 feet dist1.1nt southedy meas..:red perpendicula:.-ly, froo,1 the United StJtes Harbor Linc, as estoolishetl by the survey of 1904; thence Southwe!iterly ard parallel with acid 100.0 feet distance from said tla~bor: Line 1700.0 feet to a point; thence Southeaste~ly at an erglc of 90" 00' to .. thc last descdt,ed course 600.0 feet t:, n point; thence Northe3sterly at 1.1n angle or 90&deg; oo* to tho last o.sc:ribed course 1543 feet r:r:,re o, less, lo a pofot* 49Q.O feet iro:isured at ri.ght argles fr;om the northerly line of Nlchols,;,n Avenue; thence i'iortheasterly parallel with e.ald Nicholson II.venue and 490.Q feet ftcm the nort:heely line the~eof 342.95 feet o:ore or less, to the point of beginning.
AU of th1: vacated alleys odjacent and reve'rting to the above described lots in :Hecks ), 5 an:! 6. All the above desc.-1bcd lots and blocks are in "Old To><n", l<:Jtl$as City, His,;ov.i.  
ALSO commencing at a point on the northerly line of Nicholson Avenue, in KansllS City, Hissm,ri, 60.00 feet scuth..est1:dy frcn the inte.secl:.ion of said northerly line of Nicholson i\ver,ue with the westerly line of lot 64, in the st.1'::>-division of lands or Joi;eph Guinotte; thence North .. esterly parallel with :ind 60,00 feot distance frc,:i the westerly line of said Lot 64, a distan::e of 450,00 feet, to a point in the northedy right-of-way Iir,e or the lfor:'Hl3 City Southern Railroad Company, said point being the p:>int or beginnirg of said tract of' land to be described; thence in a North>1esterl:, direction on the last described course a distance of 40.00 feet, said p:,int being the
(2i) Substation No, 915 & Stea~ Heatirq Station Grand Avenve, 2nd & Grand, Kansas City: Lots 303, 304, 305, 306, 307, JOS, 312, )1S, 316 1 317 1 318, }21, 322, 323, 416 erx! 417 and *,acated alley from north line of Second Street to south line of first St.-eet east of Lots 315 and 316, being all of 9lock JJ, Old Town, lyir:,;i 01:luth of first Street. ALSO Lots 345, 346 1 347 and 349, Sleek 40, Old lo'rlfl, Kan,:;as City, Jackson County, Missouri, All of the origiMl she lots except II st.rip 27 feet wide on east end of said lots, said strip ooir>;1 a part of the approach to the Armour~Swift-6urlington Bridge; subject to an ease~ent in favor of North Kansas City Bridge and Railroad Co~pany to aaintain a pier, it>utment, and wing wall or retainil')J wall on a partion of Lots 347 and 348, as said pier, etc., is cons!:ructed;.
~outheaste,ly p;operty corner of the Kansas City Power & light Cocpany, A - 18
and also subject tc a like easement in fav:,l' of said North Kansas City Bddge and Railroad C0111pany to 111a:intflin a pier, ebutr-1ent, arc wi,:g wall or retainiog  
 
<<all on a portion cf lot 345, as said pie;-, etc., is constructed  
l:.hcnae in Southwe9torly direction rr.nkir,;i an angle of 90" 00" to last described course, on the routherly property line of the Koriaas City Power & Light Co,;ipony a distunce or J4Z,9S feeti thence in a Southwesterly direction ooldrq an angle of 19&deg; OZ' 05" to the .ight fr0<n the last ooscdl:>ed course produced, ar,;J on the southerly property line of the Kansas City Power & Light Coopony, a diotance of 1544.22 feet to a point at the, oouth>ies!:erly property corner of said IC:msea City Power & Light Company; thence in a Southeasterly direction l:'illkir,g an angle of 90&deg; 00' t.c last described course, a diatonce of 498,26 feet, to o point in the no.-therly right-of-way line. of the Kansas City Southern Rail.-oad Company, thcm:e in a Northeasterly direction on the notthc;;ly t"ight-of-way line of the Kansan City Southern Railroad C011pany on a curve concave northwesterly having a radius of 5610,6) feet and a central angle of 9&deg; 1J' 4}" a distance of 90},49 feet to a point 450,00 feet northerly ~ensured at right nrqles from the northerly line of ~icholson Avcm.1e; thence in a Northeasterly direction on the northerly -right-of-..,ay line of said Kansas City Southern Railroad COf.l;:mny, pai:allel with and 450,00 feet distance northerly fto<r. the northerly line of Nicholson Avenue o di5tance of 1065,44 feel to point a f beginning.
*. A -19
(26) Substation No, 15 & Coal Yard Grand Avr.mue, 2nd 6 Gi:and, Kansas City: ~i.'lrth 20 feet of Lot 42, Block 4, South 40 feat of lot 17, All of lots 20 1 21, 24, 25, Block J. All of Lots 211, 212, 213 and 214, tllock 22.     All of Lots 50, 51, 52 ard 53, Block 5.             That part of t.ot 49,     Block 5 lying       south   of   ttie Chicag::> t. Alton Railrood right-of-way. All of Lots 54, 55, 56, 57 1 SB, 59, 62, 63, 64, 65 a 66, Sbck 6.       All of vacated .Spdr.;i Stceet lying between Lot $1, Block 5 and Lot 211, Bled< 22.         All of vacated fint Str<:iet lyir,;i between Block 6 on the south nrd Blocks 5 aoo 22 on the north and e,ctendi l"9 frO>Jl Walnut Street to Grand .t111enue. AU of th1: vacated alleys odjacent and reve'rting to the above described lots in :Hecks ), 5 an:! 6. All the above desc.-1bcd lots and blocks are in "Old To><n", l<:Jtl$as City, His,;ov.i.
~LSO locu;it Street from the south line of First. Stnrnt lo th,:, north line of Second Street, vacate.id by Ordinance  
(2i) Substation No, 915 & Stea~ Heatirq Station Grand Avenve, 2nd &
~14;0, crfective October 9, 1930. ALSO 11 tract of land on the rout*i b,mil of' the liissour i River beginnir,g at~ point on the northerly prolongation of tne west line of Block ''A", Old Ta.m Reserve, aoo on the harbor !.ine of /.f.issoud River 579.86 feet n<Jtthe.~y of the south.,est coroer of a11id Sleek "A"; thence tlorth 59&deg; 29' East lllong harbor Hne, 100 feet to Q point; them:e Sovth 30&deg; 31
Grand, Kansas City: Lots 303, 304, 305, 306, 307, JOS, 312, )1S, 316 1 317 1 318, }21, 322, 323, 416 erx! 417 and *,acated alley from north line of Second Street to south line of first St.-eet east of Lots 315 and 316, being all of 9lock JJ, Old Town, lyir:,;i 01:luth of first Street.
ALSO Lots 345, 346 1 347 and 349, Sleek 40, Old lo'rlfl, Kan,:;as City, Jackson County, Missouri, All of the origiMl she lots except II st.rip 27 feet wide on east end of said lots, said strip ooir>;1 a part of the approach to the Armour~Swift-6urlington Bridge; subject to an ease~ent in favor of North Kansas City Bridge and Railroad Co~pany to aaintain a pier, it>utment, and wing wall or retainil')J wall on a partion of Lots 347 and 348, as said pier, etc., is cons!:ructed;. and also subject tc a like easement in fav:,l' of said North Kansas City Bddge and Railroad C0111pany to 111a:intflin a pier, ebutr-1ent, arc wi,:g wall or retainiog <<all on a portion cf lot 345, as said pie;-, etc., is constructed *.
A - 19
 
      ~LSO locu;it Street from the south line of First. Stnrnt lo th,:, north line of Second Street, vacate.id by Ordinance ~14;0, crfective October 9, 1930.
ALSO 11 tract of land on the rout*i b,mil of' the liissour i River beginnir,g at~ point on the northerly prolongation of tne west line of Block ''A", Old Ta.m Reserve, aoo on the harbor !.ine of /.f.issoud River 579.86 feet n<Jtthe.~y of the south.,est coroer of a11id Sleek "A"; thence tlorth 59&deg; 29' East lllong harbor Hne, 100 feet to Q point; them:e Sovth 30&deg; 31
* East to a point 100 feet to a paint; thence South 59&deg; 29' liest 139,508 feet to a p:iint; thenc;e North 8&deg; 58
* East to a point 100 feet to a paint; thence South 59&deg; 29' liest 139,508 feet to a p:iint; thenc;e North 8&deg; 58
* West 107 .514 feet to bCiJ inning . .ILSO beginn.i.ng at a poin:; in the United States !!arbor Line of the Hissour i River all established by the War Oepnrtment, and hereinafter called the Unlted Sta!:.es Barbot Uno, or the tlortor Line, 100 feet northeasterly from the intersection of the northerly prolongation of the ""$t line or Block "A" of the Old Town Re:;1ervc i.l'l Section J2, To11nship 50, Range n in Kansas City, Jackson County, MlsscurL with irnl.d Harbor Lir:e, said point being the northem:iterly cci:ner of tho tract conveyed to tho Hctropolitan Street
* West 107 .514 feet to bCiJ inning .
* Raihrey UJ(llpany Ulder parag.:-aph  
      .ILSO beginn.i.ng at a poin:; in the United States !!arbor Line of the Hissour i River all established by the War Oepnrtment, and hereinafter called the Unlted Sta!:.es Barbot Uno, or the tlortor Line, 100 feet northeasterly from the intersection of the northerly prolongation of the ""$t line or Block "A" of the Old Town Re:;1ervc i.l'l Section J2, To11nship 50, Range n in Kansas City, Jackson County, MlsscurL with irnl.d Harbor Lir:e, said point being the northem:iterly cci:ner of tho tract conveyed to tho Hctropolitan Street
''b" of reed e,cecutod by Union Ocpot, Bridge and Ter:minal Railroad Co.:npany, dat;cd JonJory a*, 19tlJ, and recorded in Sook 8-SJll at PagP. 428, i.hich said tract has since been conveyed to and is now owned by Karmns City Power & Light Company; thence proceeding Northeestarly alcng the nfo:resaid Harbor Line 77 feet to a p:1int; thence South s* 46' S1" East 110,07 feet m re or less to the intcrscctiDn of a line draW!I 100 feet southeasterly from arid paroUet with the aforesaid United States Harbor Line; thence Soutrr,..esterly along the last dcscr ibed li, r.e 31 feet rrore or !css to the scutheastedy cocner of the tract convey~d to Metropolitan Street Jfoilw<1y Ci;:npany 1.:11der paragraph "o" of the aforesaid deed recorded in Sook 9-83$ at Page 428; thence Northwesterly along the easterly line or thu tract so corwey!!d under pnragr,iph  
* Raihrey UJ(llpany Ulder parag.:-aph ''b" of reed e,cecutod by Union Ocpot, Bridge and Ter:minal Railroad Co.:npany, dat;cd JonJory a*, 19tlJ, and recorded in Sook 8-SJll at PagP. 428, i.hich said tract has since been conveyed to and is now owned by Karmns City Power & Light Company; thence proceeding Northeestarly alcng the nfo:resaid Harbor Line 77 feet to a p:1int; thence South s* 46' S1" East 110,07 feet m re or less to the intcrscctiDn of a line draW!I 100 feet southeasterly from arid paroUet with the aforesaid United States Harbor Line; thence Soutrr,..esterly along the last dcscr ibed li, r.e 31 feet rrore or !css to the scutheastedy cocner of the tract convey~d to Metropolitan Street Jfoilw<1y Ci;:npany 1.:11der paragraph "o" of the aforesaid deed recorded in Sook 9-83$ at Page 428; thence Northwesterly along the easterly line or thu tract so corwey!!d under pnragr,iph ''b" or said deed recorced in Book 8-838 al:. ?age 428, 100 feet ta point of beginning.
''b" or said deed recorced in Book 8-838 al:. ?age 428, 100 feet ta point of beginning.  
(2B} Substation No. 147 Chcny Te:minal, 603 Ca"t tirst Street, Kar-,00;) Cit'!'.: lots :)39, 340, ard J41 1 Block 4J, Plat of tho Town of Karsas, C!lr.lmonly called Old TaWl'I, a sub-division in K,msas City, Jac~son County, Missouri, according to the recorded plat thereof.
(2B} Substation No. 147 Chcny Te:minal, 603 Ca"t tirst Street, Kar-,00;)
(29) Subst<ition No. 17 Navy, 201 Main Stuet, Kansas City: The south 20 feet of Lot 18, Ellock J.           All of Lots 19 1 22, 2) ard 26,
Cit'!'.: lots :)39, 340, ard J41 1 Block 4J, Plat of tho Town of Karsas, C!lr.lmonly called Old TaWl'I, a sub-division in K,msas City, Jac~son County, Missouri, according to the recorded plat thereof. (29) Subst<ition No. 17 Navy, 201 Main Stuet, Kansas City: The south 20 feet of Lot 18, Ellock J. All of Lots 19 1 22, 2) ard 26, &lock 3. All of the vacated alley adjacent and ,e ... ertlng to the above d .. scdbed lots in Block J. i\ll of the ..bove dtiocribod lots ard blocks are in "Old Town", Kal\1las City, Missouri.
&lock 3. All of the vacated alley adjacent and         ,e. . ertlng to the above d .. scdbed lots in Block J. i\ll of the ..bove dtiocribod lots ard blocks are in "Old Town", Kal\1las City, Missouri.
DO) City: Sta=k Tronamission Line; Hawthorn-Southtown,1, Karleen & Jules, Kansas All of t:hat part of Lots 16 am! 17, resurvey or part of Block 9, Acres, a sub-division in Jackson County, Hissour i, lying A -2Cl westerly of the following described line: ileginni:-:c; on the north line of said Lot 16, at a p:,int *,ilich is 57 feet east of the northwest corner of said Lot 16, thence Southerly through said Lots 16 and 17 to a point on the "!\lsterly line of said lol 17 which is 4 feet south of the nor tit !lne of said 1.ot i7. ALSO all of that p~rt of Lot 20 1 resurvey of part of Block 9, Stark :icres, lying ht:Sterly of the followin,l described line: Beginning at a point on the west line of said Lot 20 wh,i:=h is 6 feet south of the north line of' S<iid lot 20, thence *''crtherly to a po.int o<t the north line of said lot 20 1<hich h Ii foet east of the 1o<?St line of sa.id tot 2C!; Re:sv,vey of Stark Acres, a sub-division in Jackson County, Hi ssoud, according to the recorded plat thereof. ALSO lot 8 1 Block 9, Stark Acres, a sub-division or land in Jackson County, ~ssouri. ALSO lots 18 and 19 1 Block 9, resurvey of Stark Acres, a s~~-d.ivision or land in Jackson County, Missouri. (J l) Subs!.at ion 110, 56 Hl.ckm!lln 1 11500 Grandv i.ew Road, l(ansas ~: The north 10 acres of that part of the nortMast quarter of the northwest quart or of Se:=t.ion 11, ro.,,m:;hip 41, Range :n Kansas City, Jackson County, Missouri, lying east of the right-of-way of the St. Louis, San Frarcisco Railway Company, .:md west of the right-of-way of Gtendvicw Road, as now established, 02) General l.orid Car<19e &: Parking Hain Office, 13th to 14th Bi1ltiir,0re to li):andotte, i<ansas City: lots S, 6, 7, B, 9 and 10, rronting on Baltimore Avenue, all in Block 7, P~id's Addition, ALSO Lpts 11 and 12 fronting on Baltimore twcnue. lots 2>, 26, 27, 28 and 29 fronting on* Wyandotte Street, all in Block 7, Reid's Acdlti.on.
DO)   Tronamission Line; Hawthorn-Southtown,1, Karleen & Jules, Kansas City:      All of t:hat part of Lots 16 am! 17, resurvey or part of Block 9, Sta=k      Acres, a sub-division in Jackson County, Hissour i, lying A - 2Cl
 
westerly of the following described line: ileginni:-:c; on the north line of said Lot 16, at a p:,int *,ilich is 57 feet east of the northwest corner of said Lot 16, thence Southerly through said Lots 16 and 17 to a point on the "!\lsterly line of said lol 17 which is 4 feet south of the nor tit !lne of said 1.ot i7.
ALSO all of that p~rt of Lot 20 1 resurvey of part of Block 9, Stark
:icres, lying ht:Sterly of the followin,l described line: Beginning at a point on the west line of said Lot 20 wh,i:=h is 6 feet south of the north line of' S<iid lot 20, thence *''crtherly to a po.int o<t the north line of said lot 20 1<hich h Ii foet east of the 1o<?St line of sa.id tot 2C!; Re:sv,vey of Stark Acres, a sub-division in Jackson County, Hi ssoud, according to the recorded plat thereof.
ALSO lot 8 1 Block 9, Stark Acres, a sub-division or land in Jackson County, ~ssouri.
ALSO lots 18 and 19 1 Block 9, resurvey of Stark Acres, a s~~-d.ivision or land in Jackson County, Missouri.
(J l) Subs!.at ion 110, 56 Hl.ckm!lln 1 11500 Grandv i.ew Road, l(ansas
~ : The north 10 acres of that part of the nortMast quarter of the northwest quart or of Se:=t.ion 11, ro.,,m:;hip 41, Range :n Kansas City, Jackson County, Missouri, lying east of the right-of-way of the St. Louis, San Frarcisco Railway Company, .:md west of the right-of-way of Gtendvicw Road, as now established,
: 02) General l.orid Car<19e &: Parking Hain Office, 13th to 14th Bi1ltiir,0re to li):andotte, i<ansas City: lots S, 6, 7, B, 9 and 10, rronting on Baltimore Avenue, all in Block 7, P~id's Addition, ALSO Lpts 11 and 12 fronting on Baltimore twcnue. lots 2>, 26, 27, 28 and 29 fronting on* Wyandotte Street, all in Block 7, Reid's Acdlti.on.
ALSO Lots s, 6, 7, 8, 9, ta, 11 and 12, fronting o~ 1alh Street, all in Block f, Reid's resurvey.
ALSO Lots s, 6, 7, 8, 9, ta, 11 and 12, fronting o~ 1alh Street, all in Block f, Reid's resurvey.
OJ) General lnnd Office & !'arkin,!l,.
OJ) General lnnd Office & !'arkin,!l,. Oownto*nn 1 14th Ir: Wyandotte, KaMas City: The south 104.S feet of west 12.5 feet of lot 9 and the south 104,; fee~ of lot 10, in Sloe~ K, 2nd Resurvey of Reid's Addition, !l sl.'t1-dlvision in Kansas City, Jackson Co~nty, .ttisaouri, according to the recorded ptat thereof; lots *11 and 12, except the pa.ts of said lots in 14th Stroot, Block K, 2nd Resurvey of Reid's A.ddit.ioo, a s~-d.ivis!.on in Kansas City, Jackson Co<.nty, l{issouri, according to the recorded plat thereof; ond the north one-ha! f of the vacated alley lying south of and adjoining the 1<est 12.5 feet cf l.ot 9 and all of Lots 10, 11 and 12 of Block K, 2nd Resurvey of Reid's.
Oownto*nn 1 14th Ir: Wyandotte, KaMas City: The south 104.S feet of west 12.5 feet of lot 9 and the south 104,; fee~ of lot 10, in Sloe~ K, 2nd Resurvey of Reid's Addition, !l sl.'t1-dlvision in Kansas City, Jackson Co~nty, .ttisaouri, according to the recorded ptat thereof; lots *11 and 12, except the pa.ts of said lots in 14th Stroot, Block K, 2nd Resurvey of Reid's A.ddit.ioo, a s~-d.ivis!.on in Kansas City, Jackson Co<.nty, l{issouri, according to the recorded plat thereof; ond the north one-ha! f of the vacated alley lying south of and adjoining the 1<est 12.5 feet cf l.ot 9 and all of Lots 10, 11 and 12 of Block K, 2nd Resurvey of Reid's. Addition, a, sub-division in Kansas City, Jackson CoLnty, ".i.ssoud, ncoording to the recorded plat thereof. A -21 ALSO Lot S olld the east one-half of Lot 9, eicept the nacth }0.5 feet af said lots, Block K, 2ml Resurvey or Reid's Addition, a subdivision in Kansas City, Jaoksan County, Missouri, and the north one-half of the vac::ited alley lyirc;i ooutn of srd a:Jjoinir<J said Lot S ond tho east one-half of lot 9, !'ICcordir,g to tho recorded plal thereof. 04) Substation No. 89 Sugnr Creek, Sterling ;, Short, Sugar ~: A tract of laoo described as follows: EeginnlOJ at a p:iirit 1&#xa5;hich ls 240,14 feet "est arx:1 425.6) feet. south of the northe,;st corner cf the northweSJt quarter of the southeast qua,ter of Section J}, Township 50, Rang.i J2, in Jackson County, HissoLid, thence South parallel with the east line er said quarter quarter $ection of distance cf 130 fel!t, thence West parallel with the north line of said quarter quarter section a distance cf 75.54 feet, thenc!l Northeasterly at an angle of 101* 4' right from th!! last oost;ribed course a distance of" 131.99 feet, thence East 49.1 reet to point of beginning. (J5) Substation No. 540 Sub "J'', 4000 East .'..3rd Street, Kansas City: Lota 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 in Block 7 in Mery Waylaoo's nr;;t Addition. (J6) Substation No. 66 Martin City, 137th & l,'y"ndatte, l<aroa~ City: A tract of land in the northwast q,..rarter of the ooutrn1e:it quarter of Section 20, Township 47, Range 3J Jackson County, Missouri, described ao follows: Beginnirr;i at a p:iint on the east right cf way line of 'rfyam.!otte Street, said paint beir>:J 628. 35 feet west of the northeast corner of tho fl(lrthwest qua;ter of the oouth1<est quarter of said Section 20; thence Soutn aoo pa=allel to th, east lir.e of said quarter -=1uarter Beet.ion a distance of 1190 feet to the true p;iint of beginning; thence continuing South 25B fecit; thence South a;* 17' 20" East 90.0 feet; thence South SJ 0 50' 20" e'.ost 69.0 feet; thence South 79* 08' 20" East 62.5 feet; thence North 75,* 54' 40" E'.ast 5!> feet; thl?nce Noi-th 53* ta* 0" East 60.76 feet:; thence North, parallel to the east line of ayan<lotte Strsst, 268 feet; thence West at right angles to be la!lt described course a distance of )15 feet to the point of beginning.  
Addition, a, sub-division in Kansas City, Jackson CoLnty, ".i.ssoud, ncoording   to the recorded plat thereof.
(31} Substation No. 79 Elluc Hills, Old Atho~ton & Courtney Road, Kansas Citv: The i,eat 2JO feet of the south 650 feet of the east 40 aeus of tho W!lst 5) acres of the :1orth one-half of the oouthwest q'.lnrter of Section 10, Tawnohip 50, Range J1 in Jackson County, Hlssour.i., Al.SO the south 660 feet of the west 1; acres of the northwest quarter o~ the southwest quarter of routhw'tlst quarter of Section 10, Township 50, Range }1, in Jaclrnon County, Himiouri.
A - 21
Subject to all easements, restrictions, and teservntions, if any, or record, A -22 08} Hate rial Storage Loc:atfon 1 6 lnt &: F'ore!lt, Kansas City: .\ll of lots 1 and 2, Goodell Place. (}?) Substation  
 
~c. B6 Blue Sp~ings, Truman Aoad & Hiqhwai 7, Kansas Citv: 8,,,~inning  
ALSO Lot S olld the east one-half of Lot 9, eicept the nacth }0.5 feet af said lots, Block K, 2ml Resurvey or Reid's Addition, a subdivision in Kansas City, Jaoksan County, Missouri, and the north one-half of the vac::ited alley lyirc;i ooutn of srd a:Jjoinir<J said Lot S ond tho east one-half of lot 9, !'ICcordir,g to tho recorded plal thereof.
~ta point 160,55 feet west of the northeast corner of the northwes I:. quri:ter of the northeast quarter or Section 12, Township ~9, Rar,;e 31, which point is a stake in the ~st right-of-wriy line of Stale Highway No. 7, thence West 175 feet to a stako, then~ South 100 feet to a stake, theoce in a Southeasterly din,cl:.ion ooadnt) South 50&deg; East a distunce of 156 feet to a stake, thenc!l East 140.6 feel to a stal(e ln the west right-of-way line of State Highway ','o. 7, thence Northwesterly along the west right-of-way line of State Highway No. 7 to the point of bogirmi:lg.  
: 04)     Substation No. 89 Sugnr Creek, Sterling ;, Short, Sugar
{ l:O) Substation llo. 56 Woodsweather, 1201 Wciodswether Rcmd I Karnas City: ?ropert y inoludeo all of lot 1 , Block 5 in \loodswa Mditlon. (41) Substation  
~:         A tract of laoo described as follows: EeginnlOJ at a p:iirit 1&#xa5;hich ls 240,14 feet "est arx:1 425.6) feet. south of the northe,;st corner cf the northweSJt quarter of the southeast qua,ter of Section J},
!io. 45 1 JJ29 E. 22nd Street, Kan-.ws City: All of Lots 9, 10, 11, 12 and 13, Calkins Addition in Kaosas City, Missouri. ( 42} Trnnsni ssion Lina Guy Anchor Sita, Kentucky &: Vermont, Sugar ~: Tne soutf'i 60 feet of lot 103, Sugai.' Creek Heights, in the southwest quarter of the northwest quarter of Section J4, To.mship 50, Range n, Jackson County, Hi .. sour i. {~J) Transmission Line, ~~ntrose to Looa Vistat Konso~ City Southern R.R. R/W &. 61:u\nilltcr Road, Kans.is City: All that pa:t of tho southwest q,,mctct, Section 25, Township 48, Rat'WJ!l :n, Jackson County, Missour l., lying eest~rly of the cast~rly line of *the right-of-way  
Township 50, Rang.i J2, in Jackson County, HissoLid, thence South parallel with the east line er said quarter quarter $ection of distance cf 130 fel!t, thence West parallel with the north line of said quarter quarter section a distance cf 75.54 feet, thenc!l Northeasterly at an angle of 101* 4' right from th!! last oost;ribed course a distance of" 131.99 feet, thence East 49.1 reet to point of beginning.
~f Kanaa3 City Southern Railway Conpany and north of o line cro'rln 1572,5 feet north of and paralie1 to the oouth line of said quarter section, subject: to ceatrictions, reservations and eos@ment~
(J5) Substation No. 540 Sub "J'', 4000 East .'..3rd Street, Kansas City: Lota 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 in Block 7 in Mery Waylaoo's nr;;t Addition.
of record. (44) Substation No. 44 l\therton, Atherton & 8undschu Roads, Jndeper.do>nce, Beginning at a point on tile east l.irte of t>e.st one-half cf routhwcst quarter of northeast  
(J6) Substation No. 66 Martin City, 137th & l,'y"ndatte, l<aroa~
(!Uarter of Suctl.nn )0, said point boir,g 20 feet north of south Hne cf above described qu.:11.-ter quartet, thence North alon9 the east line of 1oest ono-hal f of said quarter quarter a distanae of 50 feet, thence West parallel ,;Hh the south line of northeast quarter to the east line of a rock road kno'nn as the Old /\tharton Road, ';;i-iet1ce Southwastorly along tho easterly line of said road to its intersection with the north line of amdschu Road as now establiehed, thence &#xa3;'ast along the north line of Buf\dschu Road para! le! with the $Xluth line .of 00011\l' ooscrilHid qvarte~ quarter to point of beginning, in To"1rn1hip 50 1 Rar1ge 31, (45) City: Service Cent et' {Manchester), 4400 East front Street, Kansas Seginning at a point ~hich ls 20 feet east and 140 feet south of A -23 the northwest earner af S..ctian 26, To"'1sh1p  
City: A tract of land in the northwast q,..rarter of the ooutrn1e:it quarter of Section 20, Township 47, Range 3J Jackson County, Missouri, described ao follows: Beginnirr;i at a p:iint on the east right cf way line of 'rfyam.!otte Street, said paint beir>:J 628. 35 feet west of the northeast corner of tho fl(lrthwest qua;ter of the oouth1<est quarter of said Section 20; thence Soutn aoo pa=allel to th, east lir.e of said quarter -=1uarter Beet.ion a distance of 1190 feet to the true p;iint of beginning; thence continuing South 25B fecit; thence South a;* 17' 20" East 90.0 feet; thence South SJ 0 50' 20" e'.ost 69.0 feet; thence South 79* 08' 20" East 62.5 feet; thence North 75,* 54' 40" E'.ast 5!> feet; thl?nce Noi-th 53* ta* 0" East 60.76 feet:; thence North, parallel to the east line of ayan<lotte Strsst, 268 feet; thence West at right angles to be la!lt described course a distance of )15 feet to the point of beginning.
~O, ?.ango 33 Jackson County, Misso<iri; thence cue Cast parallel to the nri,th !foe of said S!!r::tion 26 a di stance of 1530. 3 feet; thence Southeasterly a distance of 24).$2 feet on a circtilar curve having a radius or 144.!'> feet to a point '>hich is 1 D9.42 feet onst of tho f.'O'st lino Qf Sedion 26 and }03. ~1 feet rovth of the north liM of SecU.on 'U,; thence Notth 51' lt** East a distance or 5 reet; thence South 38&deg; )8' JO" fast a distance of 942,02 feet to a point ..hich is 2328. 25 feet east of the 1<est line and !038.62 feet south of the north llnc of Seclion 26; thence South z9* 08' JO" Easl-. a distance of 210.25 feet lo a point i..hkh is 209,4 reel;. W!?sl of the north-south centi'r line of Section 26 and 100 feet north of tne ,e,-uulh line of no~th one-half of the north"'8st quartet Sect.ion 25; thence West a distance of' 2077.12 feet lo a point >.hich is }5.'.> feet cast of the ..est line or Section 26 and 100 feet north of the south liM of no.th one-tHlH of the northwest corner of Section :Z6; thence North a distance of 260 feet parallel with the west line of Section 26; thence h'esl a distance of )35 feet to a point 20 feet east of the west line of Section 26; thence /'lo:-lh a distance of 822 feet to a :,Oi.nt of beginning, subject to easoments, restrictions, covenants  
(31}   Substation No. 79 Elluc Hills, Old Atho~ton & Courtney Road, Kansas Citv:     The i,eat 2JO feet of the south 650 feet of the east 40 aeus of tho W!lst 5) acres of the :1orth one-half of the oouthwest q'.lnrter of Section 10, Tawnohip 50, Range J1 in Jackson County, Hlssour.i.,
~nd reservations now of record. (46) Substation No, 5J Blue Valley, 7801 E. U.S. Highway No. 24, i<ansas Citv: All cf Olocf( 18 *lying south of' U.S. li.ighw.iy Extension No. 24 in Washington sub-division in Kansas City, ~issouri, ( 4 7) r r ansmission Line: Southto,.n-Kernodl~
Al.SO the south 660 feet of the west 1; acres of the northwest quarter o~ the southwest quarter of routhw'tlst quarter of Section 10, Township 50, Range }1, in Jaclrnon County, Himiouri.       Subject to all easements, restrictions, and teservntions, if any, or record, A - 22
Jct,. 1 Hlth &: Prospect, Kansas Citv: The i.est 100 feet or the southwest  
 
~Jartor of Section J, To\-il'lship 47, Range JJ, Jackson County, Missouri.  
08} Hate rial Storage Loc:atfon 1 6 lnt &: F'ore!lt, Kansas City: .\ll of lots 1 and 2, Goodell Place.
(4$) Transmission Line: Hawthorn-Crosstown, Prospect Avenue & l'cntgall Avenue North of Nicholson Avenue, Kansas City: Lots 9, 10, 11 ar.d 12 and the east half of the vacated alley lying s.est of and adjocent t~ said lots, io !Uoek 2, M::Jdern Mutual Phce, in Kansas City, Jackson County, Hissouri.
(}?)   Substation ~c. B6 Blue Sp~ings, Truman Aoad & Hiqhwai 7, Kansas Citv:     8,,,~inning ~ta point 160,55 feet west of the northeast corner of the northwes I:. quri:ter of the northeast quarter or Section 12, Township ~9, Rar,;e 31, which point is a stake in the ~st right-of-wriy line of Stale Highway No. 7, thence West 175 feet to a stako, then~
ALSO Lots 36, 37 and 38 and the ..e!lt half of th<! vacated nlley lying enst of and adjoining the S81!1e, in Block 2 1 /.t:idern Mutuiil Place, ln Kansas City, Jackson County, Missouri, (49) Tr>inMlission line; l!awt.horn-Crosstown 1 Olive Avenue & Wabash A*,en\le South cf Nict,olson  
South 100 feet to a stake, theoce in a Southeasterly din,cl:.ion ooadnt)
.\venue, Kansas Cit:,:: Lots 1, 70, 71, 7Z, *73, 7ti, 75, 76 ar>d 77, Block J, fiamlins Addition, in Kansas City, Jacf<son County, Missouri.
South 50&deg; East a distunce of 156 feet to a stake, thenc!l East 140.6 feel to a stal(e ln the west right-of-way line of State Highway ','o. 7, thence Northwesterly along the west right-of-way line of State Highway No. 7 to the point of bogirmi:lg.
ALSO Lots 2, ,, 4, 5, 6, 7, El, 9, 10 ond 11, Block :i, !!amlins Addition, in kansas City, Jackson County, Missouri. (SO) Substation No. E!B Trafl"icwav, 640 West J9th Street, Kansas City: The north 66 feet of lots 1D and 11, Rfoh.ird Albery':.
{ l:O) Substation llo. 56 Woodsweather, 1201 Wciodswether Rcmd I Karnas City: ?ropert y inoludeo all of lot 1 , Block 5 in \loodswa !:.har-Mditlon.
Subdivision, in Ka"sas Clty, Jackson County, Missouri, A -24 (51) Substation No, 87, 824 (a5t 18th, i<ans;1s Cit>*: !he east 65 feet of lots 12 nnd 13 1 Slock 6, ~ineyard's Addition, oo addition in Kansas City, Missouri, according to the recorded plat theceof. (52) Substation No, 84, 764J Troost, Kansas City: South 40 feet of lot }76 and the north 40 feet of lot Ji] in Marlborough Heights, a sub-division of Kansas City, Hlssouri.  
(41) Substation !io. 45 1 JJ29 E. 22nd Street, Kan-.ws City: All of Lots 9, 10, 11, 12 and 13, Calkins Addition in Kaosas City, Missouri.
(53) Substation No. 92 1 J1J7 Troost, Kansas Cit:,:: The south one-half of lot 16 and all of lots n, 16 and 19, m.1b-divisfon of Block 1, Squier Manor, o SI.lb-division of land in Kansas City, Jackson Co11nty t l-1iS"JOUti.  
( 42} Trnnsni ssion Lina Guy Anchor Sita, Kentucky &: Vermont, Sugar
(54} Substation No. 2)1 8627 Troost, KansaS; Citv: The south 400 feet of all that part of the Siauthwest quarter of the notthwest quarter or Snction 21, Township 49, Range 33, lying souttn,esterly of the right of way :>f the Kansas City Public Service Company except that part:. thereof tal<en for streets, 1:111 in Jackson County, Missouri.  
~ : Tne soutf'i 60 feet of lot 103, Sugai.' Creek Heights, in the southwest quarter of the northwest quarter of Section J4, To.mship 50, Range     n,   Jackson County, Hi ..sour i.
(55) Hawthorn Stea~ Electric Ger.eratina Station, 8700 Hawthorn ~oad, Kansas City: A parcel of land located in Sccticns 19, 20, 29 and 30, To,,..,ship 50, R.inge 32, Jacl<son Covnty, Missouri, consisting pa:-tly of nccreted and/or relict:ed lands and consisting partly of lands described as parts of lots 1, 2 and 3 of Thomas West Estate, a sl.-b**Hvision according to the recorded plat thereof, i.hich pa~cel of land is particularly c!escribed as follows.l  
{~J) Transmission Line, ~~ntrose to Looa Vistat Konso~ City Southern R.R. R/W &. 61:u\nilltcr Road, Kans.is City: All that pa:t of tho southwest q,,mctct, Section 25, Township 48, Rat'WJ!l   :n, Jackson County, Missour l.,
&giruiing  
lying eest~rly of the cast~rly line of *the right-of-way ~f Kanaa3 City Southern Railway Conpany and north of o line cro'rln 1572,5 feet north of and paralie1 to the oouth line of said quarter section, subject: to ceatrictions, reservations and eos@ment~ of record.
.. t a p;,int on tho 1Est line of Section JO, To~nship 50, Range 32, ..tiich is 791.7 feet north of the Muthwest corner of said Section JO; thence South so* 04' 30'' E:ast, a dh;tance of 141,47 fnt; thence to the left from the last descdbed course at an angle of ;a* JJ", a distanr;e of 775.41 f&#xa3;et; thence to the left frc.11 the last d<>seribed course at an engk cf 21* ,:,4* JO", a distance of 1091.55 feet; thence lo th,i left from th!l last desc.il>ed counm at an angle of 13* 27' 20", a dis lance of 1711.95 feet to a point on the south lin;, of the m:rrtheast quarter of said Sdction 30 1 which is 443.18 feet esst of the southwest corner of said northeast quarter; thence continuing M n tangent to the last described course a distance of 937, SS feet; thence to the le ft from the last described course at ._.n angle of 46&deg; 1 'l
(44) Substation No. 44 l\therton, Atherton & 8undschu Roads, Jndeper.do>nce, Beginning at a point on tile east l.irte of t>e.st one-half cf routhwcst quarter of northeast (!Uarter of Suctl.nn )0, said point boir,g 20 feet north of south Hne cf above described qu.:11.-ter quartet, thence North alon9 the east line of 1oest ono-hal f of said quarter quarter a distanae of 50 feet, thence West parallel ,;Hh the south line of northeast quarter to the east line of a rock road kno'nn as the Old
* JO", a dfatance of 1808, 94 feet i thence to the left fr!l'!! tho last described course at an angle of 40' 41 *, n distanco of 1717. 27 feet to a point on thll' east line of the soythwest quarter of Section 19, Township ~o, Range 32, !ohich is 1114.1 feet north of the southeast corner of said south~~st qua:ter; thence to the left from the last described course at an angle of 3* ()9 1 , a distance of 779,65 feet; thence to the left from l:lte lsst described courso al: an an9le of 90&deg;, a distance of 190 feet; thence to the right from the last i:lescriblld course at an angle of 90&deg;, a distimce ()f 500 feet to the northwesterly boundary line of a t~act of land con,*eyed to Rhoda E. Hersey as described in Inatrvment No. 551976 recorded in Book 864 at Page 61'1' in the office of the ~corder of Deeds of Jackaon A -ZS County, H.issoud, st [ndependence, Hissouti., at a:, 1=')int 458, 75 feet southwesterly along said boundary line frOl!I the routhcrly permanent right,of-~ay line of the ~issoori ~iver levee; ther.ce to the right from tho last described course at an angle or 79* 09'1 a distance of 1610.7S feet, oore or leas, along the northwesterly boundary line of the tract of land con.,.cyed to RhOda E. Hersey as 3foresaid, to the south*ldy or right bank of the Hissour1 Rivet; thence in a Southeosterly direction o.lon9 the southerly or right bank of the Missouri River ta its intersection w;i.th a line described no follo'<s:
/\tharton Road, ';;i-iet1ce Southwastorly along tho easterly line of said road to its intersection with the north line of amdschu Road as now establiehed, thence &#xa3;'ast along the north line of Buf\dschu Road para! le!
Begioning on the south line of the northwest quatter or Section 29, Township 50, Range J2, at a point 375 feet east of the southwest corner of naid ocrthw,;,ut  
with the $Xluth line .of 00011\l' ooscrilHid qvarte~ quarter to point of beginning, in To"1rn1hip 50 1 Rar1ge 31, (45)   Service Cent et' {Manchester), 4400 East front Street, Kansas City:    Seginning at a point ~hich ls 20 feet east and 140 feet south of A - 23
~uarter; thence Northeasterly 44&deg; 1J' }0" from the south line of the northwest quarter of said Section 29, a distance of 511,6:'i feet to a p11int on the southerly perman<Jnt right-of-way  
 
!i,e of the Hissouri Riv<>r l~vee (he,;einafter oosignat.ed as point "A"), and continuing froin point; "A'' on a line tangent to the la,;t dem;,dbed coursa a distance of 950 feet, mo~e oc les,;, to the souther-ly or right bank of the Hiss,:iuri Rive q the,ice froro the JDint. of intersection of the ooove clescri!:-ed line and the routhetly or right b.ank of' the Missouri River in e Southwestedy direction along the last d:!scdbed course a distanoo o!' 950 feel:., ciore or less, to point "A"; thence c:untinuing in the same Southwesterly direct ion targent to tho last described roune, in~ersccli!l!J the south line of the northwest quarter of said Section 29 nt a 1X)i.nt J7'; feet east of t:he southwust cornur of said northwest quarter, a distance of 117&#xa3;1,65 feet; thence to the right from the last described course at an arqle of 90&deg; s di stance of 1063,45 feet to a point ...tiich ls 1798.05 feet east and 299.76 feet north of the 50uthwest corner of the nott.heast quarter of Section )O, Township 50, Range 32; thence to the le ft frM the last descc ibed course at an angle of 90*, a disl:.ance of 2286. 6S foot; thence to the right an a curve having a radius of 476,15 fgot, a distance of 81,46 feet; thence continuin;i on a line ta119ent to the last d:?scribed curve, a d~stan~e of 38 5.44 feet; thence to the tight on a curve haying a ,adiua of a,0.12 feet, a distance of 367,6 feet; thenco continuing on a line tangent to the la11t descr-ibed cui:ve W41,4S feet to a point ,,hich is 642,8 feet nor~h and 185.8 foet east of the southwest oorr.er of said Section :SO; thence No,thwesterly on a CUl"VO tmvir,g o radiuo <Jf 1591.7 feet, ..hich is the northeasterly boundary liM of a 100 foot strip of' land lying adjacent to the northeastecly right-of-way line or the Missouri Pacific Ral.lroad Company, to a point on the i.est line of said Se~tion JO, -..hich is 71J,J feet north of the southwest corner of Section JO; thence Norl:h 78.41 feet along the ~est line of said Section JO to the point or beginning.
the northwest earner af S..ctian 26, To"'1sh1p ~O, ?.ango 33 Jackson County, Misso<iri; thence cue Cast parallel to the nri,th !foe of said S!!r::tion 26 a di stance of 1530. 3 feet; thence Southeasterly a distance of 24).$2 feet on a circtilar curve having a radius or 144.!'> feet to a point '>hich is 1D9.42 feet onst of tho f.'O'st lino Qf Sedion 26 and
ALSO a parc:c,l of land located in Se~Uon JO, Township SO, Ran,e 32, Jackson County, Missouri, consisting p,attly of lands described as parts of lot ) of Thomas lit.:!lt Estate, a sub-dhision according to the recorded plat thereof, >hich parcel or land is pi3rlicularly described as follows: Beginning llt a point 683.85 foct cast and 289 feet notth of the southwest c:o!"ner or Section JO, Township 50, Range J2; thooc!l A" 26 North 5a* 02' East a distance of ea; .1.:. feet ~o a point *hlch is 1428. J feet e'3!lt and 760. 71 feet north of the south1o-cst ccrner of ,iaid Section JO; thence South 81&deg; ZJ' West a distance of 11~0 feet, mote or less, to a point on tho northeasterly line of a 100 foot st,ip of land lyinc;r adjacent to the northeaster-ly right-of-way line of 1-1.issouri Pacif"ic Railroad Ccmp:my; thence Southeasterly on a curve having a radius of 1597.7 feet, ..tiich is the northeasterly boundary line of said 100 foot slrip of land lying adjacent to the northeasterly right-of-way line or Missouri Pacific Railroad COll\pany, to tho point of beginning.
}03. ~1 feet rovth of the north liM of SecU.on 'U,; thence Notth 51' lt**
Subject to the pct'lnonent and temporary easements condemned by Kansas City for levee purposes in the r,ortion of the land hereinbefore described  
East a distance or 5 reet; thence South 38&deg; )8' JO" fast a distance of 942,02 feet to a point ..hich is 2328. 25 feet east of the 1<est line and
\,(ithin the city 1.imits of Kansas City, Missouri, in Case No. 52}954 in the Circuit Court af Jackson County, HiGsouri, at Kansas City;.excepting therefrom the land conveyed to Kansas City and subject to easements conveyed to said Kansas City (outside said cjty limits) by deed filed for teeord Hay 27, 194/l, 1.1'\r:fer Ooeument No, 541208, and further excepting therefrOo11 the ri9hts of the Uni tcd Stotes Gov*eI"nr11cnt in the portion of said land .lying between the harbor line established by the Uniled States Goverrrnent and the low water line of the Missouri River. Md further subject to r.ights-of'-w<Jy, easementa, restrictions and zor.ing regulations of Kansas City and :;,f Jackson County, Hissoi;ri, of record, and subject to the terin:s and conditions of the instrument fi.led t'oi:-record January 14, 1918, ~ecorded in B:;,ok B-1645 at ?age 5JS, pertaining to a lract af -land 25 feet in wid~h to be used as a r ight*of-way for :sewers. ALSO all that part of the southwest.
!038.62 feet south of the north llnc of Seclion 26; thence South z9* 08' JO" Easl-. a distance of 210.25 feet lo a point i..hkh is 209,4 reel;. W!?sl of the north-south centi'r line of Section 26 and 100 feet north of tne ,e,-uulh line of no~th one-half of the north"'8st quartet Sect.ion 25; thence West a distance of' 2077.12 feet lo a point >.hich is
c;uarter of Section JO, Township 50, Range 32, lying oouthw;isterly of the right-of-way of the Missouri Pacific Railroad Company, more specifically described as follows: Beginning at the ~uthwest corner of Section iO, io\.f.'lship SO, Rarn;ie 32; thl!oce North along the west line of 5aid Section )0 a distance of 465 feet. to the southedy line of the right-of-way of the Hissou.i Pacific Rail~oad Company; thence Southeasterly along the southerly line of !laid caih-oad right-of-way appcoxim11tely 829 feet to the :;outh line of said Section 30; thence 632 feet along the south line of Section 30 to the point of beginnin9.
}5.'.> feet cast of the ..est line or Section 26 and 100 feet north of the south liM of no.th one-tHlH of the northwest corner of Section :Z6; thence North a distance of 260 feet parallel with the west line of Section 26; thence h'esl a distance of )35 feet to a point 20 feet east of the west line of Section 26; thence /'lo:-lh a distance of 822 feet to a :,Oi.nt of beginning, subject to easoments, restrictions, covenants
ALSO a tract or land, itrogul.i~
~nd reservations now of record.
in shape, located in the east one-half of Section )0 and the sautheast quarter of Section 19, all in foi,nship 50, Range J2 in Kansas City, Jackson County, His!!ouri, being more particularly described as follows: Beginning at the point of' intersection of the east-west center line of said Section 30 end the northwesterly line or Block 4, Hawthorn Plant-site addition, a sub-division of land in Kansas City, Jackson County, Hissouri; thence Northeasterly along the northwo:iterly lino of said Block 4 a clistance of 9)7, $8 feet; thence North along the west line of 81 ock 5 c r said Hawthorn Plant Site Addition a distance of 1S08,9u feet; thence North1;estertY along the southwesterly lil!e of Block S and the southwesterly line of Block 6 of said Hawthorn Plant Site Addit.on a A -27 distance of 1040.}5 feet; thence South p,:irall~l with a prolongation of tho Mrth-socrth center line of said Section )0 3rt;l said line itself to tho northwestedy lirie of said Slocl< ii to thC! i:oi.nt of llcgiMirg.
(46) Substation No, 5J Blue Valley, 7801 E. U.S. Highway No. 24, i<ansas Citv: All cf Olocf( 18 *lying south of' U.S. li.ighw.iy Extension No. 24 in Washington sub-division in Kansas City, ~issouri,
( 4 7) r r ansmission Line: Southto,.n-Kernodl~ Jct,. 1 Hlth &: Prospect, Kansas Citv:       The i.est 100 feet or the southwest ~Jartor of Section J, To\-il'lship 47, Range JJ, Jackson County, Missouri.
(4$) Transmission Line: Hawthorn-Crosstown, Prospect Avenue &
l'cntgall Avenue North of Nicholson Avenue, Kansas City: Lots 9, 10, 11 ar.d 12 and the east half of the vacated alley lying s.est of and adjocent t~ said lots, io !Uoek 2, M::Jdern Mutual Phce, in Kansas City, Jackson County, Hissouri.
ALSO Lots 36, 37 and 38 and the ..e!lt half of th<! vacated nlley lying enst of and adjoining the S81!1e, in Block 2 1 /.t:idern Mutuiil Place, ln Kansas City, Jackson County, Missouri, (49) Tr>inMlission line; l!awt.horn-Crosstown1 Olive Avenue & Wabash A*,en\le South cf Nict,olson .\venue, Kansas Cit:,:: Lots 1, 70, 71, 7Z, *73, 7ti, 75, 76 ar>d 77, Block J, fiamlins Addition, in Kansas City, Jacf<son County, Missouri.
ALSO Lots 2, ,, 4, 5, 6, 7, El, 9, 10 ond 11, Block :i, !!amlins Addition, in kansas City, Jackson County, Missouri.
(SO) Substation No. E!B Trafl"icwav, 640 West J9th Street, Kansas City: The north 66 feet of lots 1D and 11, Rfoh.ird Albery':.
Subdivision, in Ka"sas Clty, Jackson County, Missouri, A - 24
 
(51) Substation No, 87, 824 (a5t 18th, i<ans;1s Cit>*: !he east 65 feet of lots 12 nnd 13 1 Slock 6, ~ineyard's Addition, oo addition in Kansas City, Missouri, according to the recorded plat theceof.
(52) Substation No, 84, 764J Troost, Kansas City: South 40 feet of lot }76 and the north 40 feet of lot Ji] in Marlborough Heights, a sub-division of Kansas City, Hlssouri.
(53) Substation No. 92 1 J1J7 Troost, Kansas Cit:,:: The south one-half of lot 16 and all of lots n, 16 and 19, m.1b-divisfon of Block 1, Squier Manor, o SI.lb-division of land in Kansas City, Jackson Co11nty t l-1iS"JOUti.
(54} Substation No. 2) 1 8627 Troost, KansaS; Citv: The south 400 feet of all that part of the Siauthwest quarter of the notthwest quarter or Snction 21, Township 49, Range 33, lying souttn,esterly of the right of way :>f the Kansas City Public Service Company except that part:.
thereof tal<en for streets, 1:111 in Jackson County, Missouri.
(55) Hawthorn Stea~ Electric Ger.eratina Station, 8700 Hawthorn ~oad, Kansas City: A parcel of land located in Sccticns 19, 20, 29 and 30, To,,..,ship 50, R.inge 32, Jacl<son Covnty, Missouri, consisting pa:-tly of nccreted and/or relict:ed lands and consisting partly of lands described as parts of lots 1, 2 and 3 of Thomas West Estate, a sl.-b**Hvision according to the recorded plat thereof, i.hich pa~cel of land is particularly c!escribed as follows.l &giruiing .. t a p;,int on tho 1Est line of Section JO, To~nship 50, Range 32, ..tiich is 791.7 feet north of the Muthwest corner of said Section JO; thence South so* 04' 30'' E:ast, a dh;tance of 141,47 fnt; thence to the left from the last descdbed course at an angle of ;a* JJ", a distanr;e of 775.41 f&#xa3;et; thence to the left frc.11 the last d<>seribed course at an engk cf 21* ,:,4* JO", a distance of 1091.55 feet; thence lo th,i left from th!l last desc.il>ed counm at an angle of 13* 27' 20", a dis lance of 1711.95 feet to a point on the south lin;, of the m:rrtheast quarter of said Sdction 30 1 which is 443.18 feet esst of the southwest corner of said northeast quarter; thence continuing M n tangent to the last described course a distance of 937, SS feet; thence to the le ft from the last described course at ._.n angle of 46&deg; 1'l
* JO", a dfatance of 1808, 94 feet i thence to the left fr!l'!! tho last described course at an angle of 40' 41 *, n distanco of 1717. 27 feet to a point on thll' east line of the soythwest quarter of Section 19, Township ~o, Range 32, !ohich is 1114.1 feet north of the southeast corner of said south~~st qua:ter; thence to the left from the last described course at an angle of 3* ()9 1 , a distance of 779,65 feet; thence to the left from l:lte lsst described courso al: an an9le of 90&deg;, a distance of 190 feet; thence to the right from the last i:lescriblld course at an angle of 90&deg;, a distimce ()f 500 feet to the northwesterly boundary line of a t~act of land con,*eyed to Rhoda E.
Hersey as described in Inatrvment No. 551976 recorded in Book 864 at Page 61'1' in the office of the ~corder of Deeds of Jackaon A - ZS
 
County, H.issoud, st [ndependence, Hissouti., at a:, 1=')int 458, 75 feet southwesterly along said boundary line frOl!I the routhcrly permanent right,of-~ay line of the ~issoori ~iver levee; ther.ce to the right from tho last described course at an angle or 79* 09' 1 a distance of 1610.7S feet, oore or leas, along the northwesterly boundary line of the tract of land con.,.cyed to RhOda E. Hersey as 3foresaid, to the southldy or right bank of the Hissour1 Rivet; thence in a Southeosterly direction o.lon9 the southerly or right bank of the Missouri River ta its intersection w;i.th a line described no follo'<s: Begioning on the south line of the northwest quatter or Section 29, Township 50, Range J2, at a point 375 feet east of the southwest corner of naid ocrthw,;,ut
~uarter; thence Northeasterly 44&deg; 1J' }0" from the south line of the northwest quarter of said Section 29, a distance of 511,6:'i feet to a p11int on the southerly perman<Jnt right-of-way !i,e of the Hissouri Riv<>r l~vee (he,;einafter oosignat.ed as point "A"), and continuing froin point; "A'' on a line tangent to the la,;t dem;,dbed coursa a distance of 950 feet, mo~e oc les,;, to the souther-ly or right bank of the Hiss,:iuri Rive q the,ice froro the JDint. of intersection of the ooove clescri!:-ed line and the routhetly or right b.ank of' the Missouri River in e Southwestedy direction along the last d:!scdbed course a distanoo o!'
950 feel:., ciore or less, to point "A"; thence c:untinuing in the same Southwesterly direct ion targent to tho last described roune, in~ersccli!l!J the south line of the northwest quarter of said Section 29 nt a 1X)i.nt J7'; feet east of t:he southwust cornur of said northwest quarter, a distance of 117&#xa3;1,65 feet; thence to the right from the last described course at an arqle of 90&deg; s di stance of 1063,45 feet to a point ...tiich ls 1798.05 feet east and 299.76 feet north of the 50uthwest corner of the nott.heast quarter of Section )O, Township 50, Range 32; thence to the le ft frM the last descc ibed course at an angle of 90*, a disl:.ance of 2286. 6S foot; thence to the right an a curve having a radius of 476,15 fgot, a distance of 81,46 feet; thence continuin;i on a line ta119ent to the last d:?scribed curve, a d~stan~e of 38 5.44 feet; thence to the tight on a curve haying a ,adiua of a,0.12 feet, a distance of 367,6 feet; thenco continuing on a line tangent to the la11t descr-ibed cui:ve W41,4S feet to a point ,,hich is 642,8 feet nor~h and 185.8 foet east of the southwest oorr.er of said Section :SO; thence No,thwesterly on a CUl"VO tmvir,g o radiuo <Jf 1591.7 feet, ..hich is the northeasterly boundary liM of a 100 foot strip of' land lying adjacent to the northeastecly right-of-way line or the Missouri Pacific Ral.lroad Company, to a point on the i.est line of said Se~tion JO, -..hich is 71J,J feet north of the southwest corner of Section JO; thence Norl:h 78.41 feet along the ~est line of said Section JO to the point or beginning.
ALSO a parc:c,l of land located in Se~Uon JO, Township SO, Ran,e 32, Jackson County, Missouri, consisting p,attly of lands described as parts of lot ) of Thomas lit.:!lt Estate, a sub-dhision according to the recorded plat thereof, >hich parcel or land is pi3rlicularly described as follows: Beginning llt a point 683.85 foct cast and 289 feet notth of the southwest c:o!"ner or Section JO, Township 50, Range J2; thooc!l A" 26
 
North 5a* 02' East a distance of ea; .1.:. feet ~o a point *hlch is 1428. J feet e'3!lt and 760. 71 feet north of the south1o-cst ccrner of ,iaid Section JO; thence South 81&deg; ZJ' West a distance of 11~0 feet, mote or less, to a point on tho northeasterly line of a 100 foot st,ip of land lyinc;r adjacent to the northeaster-ly right-of-way line of 1-1.issouri Pacif"ic Railroad Ccmp:my; thence Southeasterly on a curve having a radius of 1597.7 feet, ..tiich is the northeasterly boundary line of said 100 foot slrip of land lying adjacent to the northeasterly right-of-way line or Missouri Pacific Railroad COll\pany, to tho point of beginning.
Subject to the pct'lnonent and temporary easements condemned by Kansas City for levee purposes in the r,ortion of the land hereinbefore described \,(ithin the city 1.imits of Kansas City, Missouri, in Case No. 52}954 in the Circuit Court af Jackson County, HiGsouri, at Kansas City;.excepting therefrom the land conveyed to Kansas City and subject to easements conveyed to said Kansas City (outside said cjty limits) by deed filed for teeord Hay 27, 194/l, 1.1'\r:fer Ooeument No, 541208, and further excepting therefrOo11 the ri9hts of the Uni tcd Stotes Gov*eI"nr11cnt in the portion of said land .lying between the harbor line established by the Uniled States Goverrrnent and the low water line of the Missouri River. Md further subject to r.ights-of'-w<Jy, easementa, restrictions and zor.ing regulations of Kansas City and :;,f Jackson County, Hissoi;ri, of record, and subject to the terin:s and conditions of the instrument fi.led t'oi:- record January 14, 1918, ~ecorded in B:;,ok B-1645 at ?age 5JS, pertaining to a lract af - land 25 feet in wid~h to be used as a r ight*of-way for :sewers.
ALSO all that part of the southwest. c;uarter of Section JO, Township 50, Range 32, lying oouthw;isterly of the right-of-way of the Missouri Pacific Railroad Company, more specifically described as follows: Beginning at the ~uthwest corner of Section iO, io\.f.'lship SO, Rarn;ie 32; thl!oce North along the west line of 5aid Section )0 a distance of 465 feet. to the southedy line of the right-of-way of the Hissou.i Pacific Rail~oad Company; thence Southeasterly along the southerly line of !laid caih-oad right-of-way appcoxim11tely 829 feet to the :;outh line of said Section 30; thence 632 feet along the south line of Section 30 to the point of beginnin9.
ALSO a tract or land, itrogul.i~ in shape, located in the east one-half of Section )0 and the sautheast quarter of Section 19, all in foi,nship 50, Range J2 in Kansas City, Jackson County, His!!ouri, being more particularly described as follows: Beginning at the point of' intersection of the east-west center line of said Section 30 end the northwesterly line or Block 4, Hawthorn Plant-site addition, a sub-division of land in Kansas City, Jackson County, Hissouri; thence Northeasterly along the northwo:iterly lino of said Block 4 a clistance of 9)7, $8 feet; thence North along the west line of 81 ock 5 c r said Hawthorn Plant Site Addition a distance of 1S08,9u feet; thence North1;estertY along the southwesterly lil!e of Block S and the southwesterly line of Block 6 of said Hawthorn Plant Site Addit.on a A - 27
 
distance of 1040.}5 feet; thence South p,:irall~l with a prolongation of tho Mrth-socrth center line of said Section )0 3rt;l said line itself to tho northwestedy lirie of said Slocl< ii to thC! i:oi.nt of llcgiMirg.
ALSO an irregularly shaped tract of land located in the cast half of Section )0 and the southeast quarter of Section 19, all in Tow~ship 50, Range 32, ard in Lot 2 of the Commisoionors
ALSO an irregularly shaped tract of land located in the cast half of Section )0 and the southeast quarter of Section 19, all in Tow~ship 50, Range 32, ard in Lot 2 of the Commisoionors
* Plat of the Estate of Thomas West, in l<aMa.s City, Jack!lon County, Missouri, being r.ore oarticulady described oo follo>,s:
* Plat of the Estate of Thomas West, in l<aMa.s City, Jack!lon County, Missouri, being r.ore oarticulady described oo follo>,s: 8<:9inninq at the intersection of the north-south center line of said Section 30 and the northwesterly lino of Block 3 of the Hawthorn Plant Site Addition, a sub-division of land in Jackson County, Ki.!l!louri, thence Northeasterly along the north>,esterly lines of Blocks 3 and 4 of said Hawthorn Plant Site Addition 614 feet, more or less, to the roost oouther-ly corner of a tract ~f lnnd conveyed to Kansas City.Power & Light Company by Southern Development Company by warranty deed dated December 26, 1966, recorded in Book 1665 at Poge 682, Do0umt:r1t 900285; thence North )249,:n feet coincident with the ..-est line of the said tract of land conveyed to Kansas City Fower and light Company by Southem Development Company's warranty deed dated December 28, 1966, to a point in the southwesterly line of Bleck 6 of said tlawthorn Plant Site Addition; thence Northw!!!i!tetly 677 feet, more or less, along the sJuthwes.terty line of Block 6 of said Hawthorn Plant
8<:9inninq at the intersection of the north-south center line of said Section 30 and the northwesterly lino of Block 3 of the Hawthorn Plant Site Addition, a sub-division of land in Jackson County, Ki.!l!louri, thence Northeasterly along the north>,esterly lines of Blocks 3 and 4 of said Hawthorn Plant Site Addition 614 feet, more or less, to the roost oouther-ly corner of a tract ~f lnnd conveyed to Kansas City.Power  
& Light Company by Southern Development Company by warranty deed dated December 26, 1966, recorded in Book 1665 at Poge 682, Do0umt:r1t 900285; thence North )249,:n feet coincident with the ..-est line of the said tract of land conveyed to Kansas City Fower and light Company by Southem Development Company's warranty deed dated December 28, 1966, to a point in the southwesterly line of Bleck 6 of said tlawthorn Plant Site Addition; thence Northw!!!i!tetly 677 feet, more or less, along the sJuthwes.terty line of Block 6 of said Hawthorn Plant
* Site Addition to a i:olnt in lhe north-south center line of said Section 19; thence due South coincident with the com,ron no,th-south center line of sa!d Sections 19 and JO a distance or 4185.80 feet to the point of begirn,ing.
* Site Addition to a i:olnt in lhe north-south center line of said Section 19; thence due South coincident with the com,ron no,th-south center line of sa!d Sections 19 and JO a distance or 4185.80 feet to the point of begirn,ing.
ALSO an irregularly shaped tract of land in the east hru.f of Section JO, Township 50, Ra"':le J2, ar>d in Lots I and 2 of the C0<nrnissioners'  
ALSO an irregularly shaped tract of land in the east hru.f of Section JO, Township 50, Ra"':le J2, ar>d in Lots I and 2 of the C0<nrnissioners' ? Jal of the Estate of Thomn West, .In Kansas City, Jackson County, Missouri, being JMre particularly described as follo"ls: _Beginning at the m:,st southel"ly corner of Bleck 14, Hawt.hQrn Plant Site Addition, a sub-divisian of land in Jackson County, Hissoul"i,     thence South 46&deg; 10' 50" \lest along the southlfesterly prolongation of the southeasterly line cf said Bloc< 14, Hawthorn Plant Site Addition, a distence of 1139.86 feet too point and corner; thence North 99* 36
? Jal of the Estate of Thomn West, .In Kansas City, Jackson County, Missouri, being JMre particularly described as follo"ls:
* JO" West parallel to ond' 63.44 feet northedy f~om the noct.h line cf the oouth half of the southeast quarter cf said Section 30 a distance of 117S,60 reet to e point. 180 feet southeasterly from as rneasur~d at right arx;leu to the southeasterly line of Block 3, Hawthorn Plant Site Addition; thence North 46* '20' SS" Eaet pe.~allel ta arid 180 feet southeasterly from the r.outheasterly lines of Blocks J arr.:!
_Beginning at the m:,st southel"ly corner of Bleck 14, Hawt.hQrn Plant Site Addition, a sub-divisian of land in Jackson County, Hissoul"i, thence South 46&deg; 10' 50" \lest along the southlfesterly prolongation of the southeasterly line cf said Bloc< 14, Hawthorn Plant Site Addition, a distence of 1139.86 feet too point and corner; thence North 99* 36
4, r'.awthorn Plant SH.e Addition, for a distance of 2054.19 feet to a point and corner; thence South 43&deg; 49' 10" East coincident with the southwestetly lines of Blocks 13 and 14, H.lwthorn Plant Site Addition, o distance of 883,45 feet to the point of beginnio;i *.
* JO" West parallel to ond' 63.44 feet northedy f~om the noct.h line cf the oouth half of the southeast quarter cf said Section 30 a distance of 117S,60 reet to e point. 180 feet southeasterly from as rneasur~d at right arx;leu to the southeasterly line of Block 3, Hawthorn Plant Site Addition; thence North 46* '20' SS" Eaet pe.~allel ta arid 180 feet southeasterly from the r.outheasterly lines of Blocks J arr.:! 4, r'.awthorn Plant SH.e Addition, for a distance of 2054.19 feet to a point and corner; thence South 43&deg; 49' 10" East coincident with the southwestetly lines of Blocks 13 and 14, H.lwthorn Plant Site Addition, o distance of 883,45 feet to the point of beginnio;i  
{S6)   Sub:station No. 8$ Cypress, 4500 Inoeperxlence Avenue, KaMas flly_:   t.orth 135 feet of let L, Gladstone Heights Resurvey, Lots 1 lo 5,   ;m addltioo in i>nd to Kansas City, Missouri.
*. {S6) Sub:station No. 8$ Cypress, 4500 Inoeperxlence Avenue, KaMas flly_: t.orth 135 feet of let L, Gladstone Heights Resurvey, Lots 1 lo 5, ;m addltioo in i>nd to Kansas City, Missouri.
A - 28
A -28
 
{57) Transmission Line; Southtown-Hultiple Lines, Wcodtaf'd Avenue & Rtver Aveoue, ;(ans as City: All of Lot 22, except the south 850 feet and all that part of t.ot t9, described as follows: BegiMiNJ at the sauthwest r;orn,;r or Lot 19; thence North alon9 Urn wesl 1i,1e of Lot 19, 220.07 feet to centeL" line of New County Road; thence Southeasterly along center line of New County Road, 11 J. 75 f'eet to u point on the east line of Lot 19; thence South along the east line of Lot 19 1 176,75 feet to the southeast corner of Lot 19; thence NorthwesteL"ly along the south line or Lot 19 to point of beginning, ttxcept part tal{lm for roadways as show~ on recorded plats -all in South ~oodlands.
{57) Transmission Line; Southtown-Hultiple Lines, Wcodtaf'd Avenue &
ALSO the ..est ;o feet of Lot 23, except the south 850 feet an:;I all thot patt of L.ot; 18, described as follows: Beg innirq at the southwest corner of Lot 1B; thence North along the west line 176, 75 feet to center line of New County Road; thence Southeasterly along center line cf New County Road 56 ,88 feet to e point SO feet IT'easured al:. t'ight angles to west of the east line of Lot 18; thence South parallel to the eaot Hnc cf Lot 18, 148.69 feet to the south line of Lot HI, thence Northwesterly along the :;out!\ line of Lot 18 to point of beginning  
Rtver Aveoue, ;(ans as City: All of Lot 22, except the south 850 feet and all that part of t.ot t9, described as follows: BegiMiNJ at the sauthwest r;orn,;r or Lot 19; thence North alon9 Urn wesl 1i,1e of Lot 19, 220.07 feet to centeL" line of New County Road; thence Southeasterly along center line of New County Road, 11 J. 75 f'eet to u point on the east line of Lot 19; thence South along the east line of Lot 19 1 176,75 feet to the southeast corner of Lot 19; thence NorthwesteL"ly along the south line or Lot 19 to point of beginning, ttxcept part tal{lm for roadways as show~ on recorded plats - all in South ~oodlands.
-1111 in South W'oodlands.
ALSO the ..est ;o feet of Lot 23, except the south 850 feet an:;I all thot patt of L.ot; 18, described as follows: Beg innirq at the southwest corner of Lot 1B; thence North along the west line 176, 75 feet to center line of New County Road; thence Southeasterly along center line cf New County Road 56 ,88 feet to e point SO feet IT'easured al:. t'ight angles to west of the east line of Lot 18; thence South parallel to the eaot Hnc cf Lot 18, 148.69 feet to the south line of Lot HI, thence Northwesterly along the :;out!\ line of Lot 18 to point of beginning - 1111 in South W'oodlands.
ALS() all \:hat pad of Lots 2J and 24 in South Waodland1;, a sub-division of land in Jackson County, Missouri, lying north of the following described line: (kginning at a p::,int on the east line or snid Lot 24 which is 746, 1 t feet north of the southeast cornec of said Lot 24; thence in a Northwesterly direction to a point on the west line ~f said lot 24 which is 825 feet north of the southweut corner of said lot; thence continuin<J on the sll:lle course into afore,;aid Lot 23 to a ?Oint on the west line of the eust 50 f~et or said lot 23. ALSO all that part of lot 26 in South Wood.l11ods, 11 5ub-division of land in,* Jacksor, County, Hissoud, lylng no.-th of the followirx.i described line: B.,ginnif>:]
ALS() all \:hat pad of Lots 2J and 24 in South Waodland1;, a sub-division of land in Jackson County, Missouri, lying north of the following described line: (kginning at a p::,int on the east line or snid Lot 24 which is 746, 1t feet north of the southeast cornec of said Lot 24; thence in a Northwesterly direction to a point on the west line
at a point on the east line of said lot 26 which is S88.31 feet north of' the southea,;1:.
~f said lot 24 which is 825 feet north of the southweut corner of said lot; thence continuin<J on the sll:lle course into afore,;aid Lot 23 to a
corner of said lot 26; thence No::thwesterly to a point on the west line of Mid Lot 26 which is 667.21 feet north or the southwest corner of said lot. ALSO all thal part of Lot 21 in South Woodlands, a sub-division of land in Jackson County, Missouri, lying north of the followir&#xa5;J described line: Beginning:
?Oint on the west line of the eust 50 f~et or said lot 23.
at a point on the oast Uno of said Lot t1 which is 25 fei:t south of the northeast ci;irltt:l~
ALSO all that part of lot 26 in South Wood.l11ods, 11 5ub-division of land in,* Jacksor, County, Hissoud, lylng no.-th of the followirx.i described line: B.,ginnif>:] at a point on the east line of said lot 26 which is S88.31 feet north of' the southea,;1:. corner of said lot 26; thence No::thwesterly to a point on the west line of Mid Lot 26 which is 667.21 feet north or the southwest corner of said lot.
or said Lot 21; thence Ni,cthwesterly to the northwest  
ALSO all thal part of Lot 21 in South Woodlands, a sub-division of land in Jackson County, Missouri, lying north of the followir&#xa5;J described line: Beginning: at a point on the oast Uno of said Lot t1 which is 25 fei:t south of the northeast ci;irltt:l~ or said Lot 21; thence Ni,cthwesterly to the northwest ~otner of said Lot.
~otner of said Lot. ALSO all that part or Lot 25 in South "n'oodlands, a sub-division of land in Jacl<son Countr, Hissouri, lying north of a Uno beginni~ on the east line of said Lot 25, 667.21 feet north of the southeast eorner of said lot, thence ~o~thweste,ly t.o o point on the ..,,st line of said Lot 25, 746.11 feet north or tho southwest corner of said Lot 25. A -29
ALSO all that part or Lot 25 in South "n'oodlands, a sub-division of land in Jacl<son Countr, Hissouri, lying north of a Uno beginni~ on the east line of said Lot 25, 667.21 feet north of the southeast eorner of said lot, thence ~o~thweste,ly t.o o point on the ..,,st line of said Lot 25, 746.11 feet north or tho southwest corner of said Lot 25.
-'LSO ell of Lot 20 in South Woodlands, a sub-di11isloo of land in Jackson County, Missouri * .\LSD lot 17 and all (e"cept west SO fMt lyirg south of Ne" County Road) of lot 18 1 S<Juth Woodlands, a sub-divi.sion in Jack:!On County, Hissouti, 3ecotdirq .to the I"eco~ded plat thereof. ALSO lots J1, 32, 33, South Woodlands Additioll, an addition in Kansas CHy, Jackson County, Missouri. (SB) Substation No. JS Loma Vlsta 1 6620 Eout 91st Struet, Kansas CHy: Beginnirg at the s,:iuthwesl corner of the northwest quarter of the southeast quarteI' of Sectlon 24, Township 48, Range JJ, Jackson County, Hlssouri, thence North along the west line of the southeast quarter of said Section 24, 11 distance of 329,75 feet; th!!nee South a9* 17' East a di stance of HO feet, thence South a* 04' East a distance of SOO feet, thenCl! North S9~ 11' West to the 'fflllt line of the southeast quacter of Section 24 and continuing on North 89&deg; 17' ~est a distance of 15 feet to the easterly right-of-war line of the Kansas City Southern Railway Cempony, thence Northwesterly along the easterly right-of-way line of the Railway Company a distonce of 181.:,: fee,t to the north line of the southeast quarter of the southwest quarte~ of said Section 24, thence South 99* 15' East a dintanee of 74,4 fe!!ct to the point of be~inning.
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Al.SO all that part of the northeast quarter of tile southwest quarter of Section 24, Township 48, Range :,::,:, in Jackson Cou:'lty, Miss:;iuri, described as follows: Beginning at the southeast cQrner or said quarter quarter section; thence North along the east l~no 329.75 feet; thence North s9* 17' West to the east line of Kanses City Southern Rail road right-of-way as now established; thence South 20' 40' East along said t'ight-or-
 
.. ay to south line of said quarter quarter section; thence (ast alor:g the south line of said quarter quarter section to point of beginning.
  -'LSO ell of Lot 20 in South Woodlands,     a sub-di11isloo of land in Jackson County, Missouri *
ALSO beginning on the ,;est line of the southwest quarter or the southeast qu11rtct or Soction 24, Township 46 1 Range :n, in Jacltson County, Missouri, at e point 170.25 r,rnt siuth of the north line of said quarter quarter section; thence East parallel wi~h said north line a distance of }$9.26 feet; thence Southerly to a point en the south line of said quarter quarter section ..t1ich is 252. l fe<1t eaet of the weat line thereof; thence West along the said aouth line of tha quarter quarter section to the easte:ly line of :he right-of-way of the Kansas City Sovthern Railway Co:lpany; thence f'forthcrly along said right-of-way line to a point l<hkh is ~proximately 496. 75 feet :iouth of and 147 feet east of the northwest corner of aforesaid quarter quarter section; thence Westerly with said right-of-way line a distance of 70 feet; thence NoI"therly along said right-of-w1:1y line to a point 15 feet west or point of beginning; thence East 15 feet to point of beginning.
  .\LSD lot 17 and all (e"cept west SO fMt lyirg south of Ne" County Road) of lot 18 1 S<Juth Woodlands, a sub-divi.sion in Jack:!On County, Hissouti, 3ecotdirq .to the I"eco~ded plat thereof.
A -JO
ALSO lots J1, 32, 33, South Woodlands Additioll, an addition in Kansas CHy, Jackson County, Missouri.
($9) Service Center Oodmll'l, 8619 f'rcspect tl.venwo, Kon-smi Cit;,:: fhc south half of tho oouthwe9t quarter of tho northHest quarter of Section 22, Town,ihip 48, Rar,;ie )J, Jackson County, Missouri., eiccept thet p,3tt of s!lid premise!'!
(SB) Substation No. JS Loma Vlsta 1 6620 Eout 91st Struet, Kansas CHy: Beginnirg at the s,:iuthwesl corner of the northwest quarter of the southeast quarteI' of Sectlon 24, Township 48, Range JJ, Jackson County, Hlssouri, thence North along the west line of the southeast quarter of said Section 24, 11 distance of 329,75 feet; th!!nee South a9* 17' East a di stance of HO feet, thence South a* 04' East a distance of SOO feet, thenCl! North S9~ 11' West to the 'fflllt line of the southeast quacter of Section 24 and continuing on North 89&deg; 17' ~est a distance of 15 feet to the easterly right-of-war line of the Kansas City Southern Railway Cempony, thence Northwesterly along the easterly right-of-way line of the Railway Company a distonce of 181.:,: fee,t to the north line of the southeast quarter of the southwest quarte~ of said Section 24, thence South 99* 15' East a dintanee of 74,4 fe!!ct to the point of be~inning.
described as followtli Beginning at a point on the centcc line or ?roapect Avenue 560 feet south of the center line of 85th Street; thence East parollel to the center line cf 05th Street 264.JS feet; thence South paral.lel to the center line of Prospect.
Al.SO all that part of the northeast quarter of tile southwest quarter of Section 24, Township 48, Range :,::,:, in Jackson Cou:'lty, Miss:;iuri, described as follows: Beginning at the southeast cQrner or said quarter quarter section; thence North along the east l~no 329.75 feet; thence North s9* 17' West to the east line of Kanses City Southern Rail road right-of-way as now established; thence South 20' 40' East along said t'ight-or-..ay to south line of said quarter quarter section; thence (ast alor:g the south line of said quarter quarter section to point of beginning.
Avenue 2!17.95 feet to the centec-line of a puhlic road; thence on a curve to the d,iht along !;he centel' Hn'I! nf said rood J55 fe~t to a point in the center line of Prospect Avenue 60 feot south of the point of beginning; tlience North to the point of begin'1iog; ard *?~cept also that. part conveyed to Wi!Ham i:l. Shelby and \leda N.. Sfrnlb,' desc:rib'l!d as follo .. s: Beginnir,g at the p:>int of intersedion of the present west line of f>roapect Avenue, also known as 1'.lrandview Road, .,ith the south line of said southwest quarter of th,: northwest qua,te;, said p:,int belog approximately 495 fe,;,t easi; of the south,rnst corner of sald southwest qua::ter of the northwes.t qs,n;1i-ter; thence West 1JO foet, thence North 95 ft?ct; thence &#xa3;ast "1Prq:dn;ately 130 feet to said present west line cf Prospuct Aventr!!, also kno*m a$ Gcaooview Rosd; thence SoutMl'ly along said west l.i.11e of Prospect Avenue, also known as Graoovle,,.
ALSO beginning on the ,;est line of the southwest quarter or the southeast qu11rtct or Soction 24, Township 46 1 Range :n, in Jacltson County, Missouri, at e point 170.25 r,rnt siuth of the north line of said quarter quarter section; thence East parallel wi~h said north line a distance of }$9.26 feet; thence Southerly to a point en the south line of said quarter quarter section ..t1ich is 252. l fe<1t eaet of the weat line thereof; thence West along the said aouth line of tha quarter quarter section to the easte:ly line of :he right-of-way of the Kansas City Sovthern Railway Co:lpany;         thence   f'forthcrly along   said right-of-way line to a point l<hkh is ~proximately 496. 75 feet :iouth of and 147 feet east of the northwest corner of aforesaid quarter quarter section; thence Westerly with said right-of-way line a distance of 70 feet; thence NoI"therly along said right-of-w1:1y line to a point 15 feet west or point of beginning; thence East 15 feet to point of beginning.
Road, to ;,ol nt of beginni1'1g, in Jackson C<:1unty, Hiscour i, sobj!!ct to ease,nents, restrictions, coYenants Ulld reservations now of record, H' ony. ALSO beginning at a point JaO feet uast of the notthw.,st c<>mer of southeast qua,te~ or northwest quarter of Section ,i, thence South and parallel with the ""st line of said q~*arter q\larter scctiot'J, 600 feet; thence West 1Jnd p;!ltallel with the north line of said quarter quarter section, 380 feet tc the 'i<!?St line of said quatter q::orter !lection; theo-:e South along the west:. line of said quarter quarter section approxiniately 724 feet to the. $0Uthwest  
A - JO
:::orne.r of sa:.d quarter qt!arter section; ,thence Casi;; aiong the south line. of said ~arter quarter section 440 feet; thence North end parallel "Hh the ..est line of said quarter quarter s.:ction opproxir,,ately 1,J24 feet to the north Hne of said quattct quarter section, thence West along the noi-th line of said quarte, quarter section 60 feet to thu point of be9inni~.  
 
(60} Transmission Line; Hawthorn -Blue \/alley, B01l Winner Road, Kanses C.ity1 l.ots 1 and 2; the 1>est 34.?4 foet or Lot J (8011 Wilson Road); the east 18 .09 feet of l.ot } and the -west 16 ,65 feet of lot !l (601J Wilson Road) alack 6, Washirqton Hei~hts Addition, ALSO Lots 19 and JO inclusive, 81oc~ 6, Washirgtoo Heights Addition.  
($9) Service Center Oodmll'l, 8619 f'rcspect tl.venwo, Kon-smi Cit;,:: fhc south half of tho oouthwe9t quarter of tho northHest quarter of Section 22, Town,ihip 48, Rar,;ie )J, Jackson County, Missouri., eiccept thet p,3tt of s!lid premise!'! described as followtli Beginning at a point on the centcc line or ?roapect Avenue 560 feet south of the center line of 85th Street; thence East parollel to the center line cf 05th Street 264.JS feet; thence South paral.lel to the center line of Prospect.
~lSO Lots 1 1 2, ,. $, 9, & 10, e:<ce;t those p$rta oF Lats l and 10 in i{in.,i:1r Road and tMt ;mi;t of lot J in U.S. High'lay i;o, 24, Block 16, Washington Heights Addition.
Avenue 2!17.95 feet to the centec- line of a puhlic road; thence on a curve to the d,iht along !;he centel' Hn'I! nf said rood J55 fe~t to a point in the center line of Prospect Avenue 60 feot south of the point of beginning; tlience North to the point of begin'1iog; ard *?~cept also that. part conveyed to Wi!Ham i:l. Shelby and \leda N.. Sfrnlb,' desc:rib'l!d as follo ..s: Beginnir,g at the p:>int of intersedion of the present west line of f>roapect Avenue, also known as 1'.lrandview Road, .,ith the south line of said southwest quarter of th,: northwest qua,te;, said p:,int belog approximately 495 fe,;,t easi; of the south,rnst corner of sald southwest qua::ter of the northwes.t qs,n;1i-ter; thence West 1JO foet, thence North 95 ft?ct; thence &#xa3;ast "1Prq:dn;ately 130 feet to said present west line cf Prospuct Aventr!!, also kno*m a$ Gcaooview Rosd; thence SoutMl'ly along said west l.i.11e of Prospect Avenue, also known as Graoovle,,. Road, to ;,ol nt of beginni1'1g, in Jackson C<:1unty, Hiscour i, sobj!!ct to ease,nents, restrictions, coYenants Ulld reservations now of record, H' ony.
ALSO beginning at a point JaO feet uast of the notthw.,st c<>mer of southeast qua,te~ or northwest quarter of Section     ,i, thence South and parallel with the ""st line of said q~*arter q\larter scctiot'J, 600 feet; thence West 1Jnd p;!ltallel with the north line of said quarter quarter section, 380 feet tc the 'i<!?St line of said quatter q::orter !lection; theo-:e South along the west:. line of said quarter quarter section approxiniately 724 feet to the. $0Uthwest :::orne.r of sa:.d quarter qt!arter section; ,thence Casi;; aiong the south line. of said ~arter quarter section 440 feet; thence North end parallel "Hh the ..est line of said quarter quarter s.:ction opproxir,,ately 1,J24 feet to the north Hne of said quattct quarter section, thence West along the noi-th line of said quarte, quarter section 60 feet to thu point of be9inni~.
(60} Transmission Line;     Hawthorn - Blue \/alley, B01l Winner Road, Kanses C.ity1 l.ots 1 and 2;   the 1>est 34.?4 foet or Lot J (8011 Wilson Road); the east 18 .09 feet     of l.ot } and the -west 16 ,65 feet of lot !l (601J Wilson Road) alack 6,   Washirqton Hei~hts Addition, ALSO Lots 19 and JO inclusive, 81oc~ 6, Washirgtoo Heights Addition.
    ~lSO Lots 11 2, ,. $, 9, & 10, e:<ce;t those p$rta oF Lats l and 10 in i{in.,i:1r Road and tMt ;mi;t of lot J in U.S. High'lay i;o, 24, Block 16, Washington Heights Addition.
ALSO Lot 6, lying sauth of U.S. HighHay Uo. 24, Block 15, Washingtor.
ALSO Lot 6, lying sauth of U.S. HighHay Uo. 24, Block 15, Washingtor.
Heights Addition.
Heights Addition.
A -l1 (61} Substation No. 75 Hidtown, 122J Cast 49th Street, l(ansas Citv: All that part of' tt'le southwest quarter rJf Stlction ZB, Township 49, flao;ie D, Kansan City, Jackson County, Hil!souri, more particularly described as follows: Beginnirw;i at 1l p'.)int on tre south line of 46th Street, 275.0 feet east of the east line of Troost .\venue; thence South 89&deg; 55' 00'' East along the south line a distance of J78.32 feet to a point; th11nce South parallel with said east line or Troost Asenue 158.20 feet to a point in the northerly line of Bru,.,h Creek Petkway; th,m<:e South 57" 44' 00'' 'rl!!$l along lilaid northerly line a distance of 447.39 feet to a point; thence North and pa~allel with the ei;!st line or Troost Avenue a dlsta1\Ce of' ;!97. 06 feet to tho p:>int ol" beginfling, ALSO, that part of the nocth~est quarter of the ~uthwest quarter of Section 28, Township 49, Rarr,ie JJ, in Kansas Cit:;, Ja,;;kson County, Missouri, described as beginning at the SQuthweat corner of Lot 21, of Block J of Davis Place, a sub-division or land, and running thence Soijth along the extended east line of Tracy Avenue a distance o( 20S,2 feet to a point in the northerly line of the rigtit-of-way of Brush Cree:C Parl<way es e<lltablished by Ordinence No. 520B9 of Konsao City, approved March 2J, 1926; thence Northeasterly along said no~therly parkway t'ight-of-way line to n point in the extended west line of Virginla ~~enue 50 feet south of the south line of OavLs Place; thence North 50 feet al<;ing the west line of the right-of-,.ay of Orush Creek Parkway and the extended west line of Virginia /\venue to the 1X3int of intersection l'iith the South line of lot 20, Block J, Davis Place; thence West along the south lines of Lots 20 and 21, Block J, Davis Place, a distance of 250 feet to the point of beginnirg.
A - l1
ALSO, the south 46 feet of the west 111.67 feet of lot 19, the 1'4:lllt 111,67 feet of Lot 20, all of lot 21, ar.d the south 46 feet of Lot 22, 8locl< ) 1 Davis !'bee, a 51,;\,divisi.on in Kansas City, Jackson C::>unty, Missouri, according to the recorded plat thereof. ( 62} Substation No. 61 Leeds, 4210 Raytown Road, lfonsas Citv: A ti-act of land in the southwest quarter of Sectiot1 19, Township 49, Rar,ge J'.2, in Jackson County, Hissouri, descC'ibed as follows: Beginning on the west line of the :;:out.hwest quarter of said Section 19, at a point wh.i.ch is 9J9, 2 feet. north of the southwest cornet' or said quarter section; thence North !!long said ,,.est line a dist~nce of 100 feet; thence East at an angle of 90 4 right from last ooscr-ibed course a distance of 204,Jti feet; th,mce Noi-th parallel with the west line of the quarter aection a distance of 251.62 feet; thence South 40* 42' East a distance of 479.22 feet; thence South 24" DO' Eont a distance of tOJ.aO feet; thc,ce South 44* 01' East a distance of S6,JO feet; thence North so* 11' East II distance of 14J. 79 feet to a point on the southwesterly l.ine of U.S. Highway r140 AltorMte; thence South 47~ :10' e:sst along sai.d highway line a distance of *101.so reel; thence South 31* 45' ifest a distance of }55.29 feet; thence South 62&deg; 45' h'est a distance of 172.92 feet; thence North 66* 1'l' 26" *aest a distance of 483,68 feet to a point on the west lin2 of the said oouth,;eot q1,1:;i,ter of Section 19; thence North along said quarter section line a distance of 310,2 feet to the point of beginning.  
 
(6J) Substation No, 146 Brush Creek reminal, 4030 Brush Creek Park.,ay, Karuias City: ;\ll that pat't of lot "B", Block 4, Vineyard Gardens, a subdivision of land in Kansas City, Jackson County, Missouri, described as fellows: Beginning at the s,;H;thwest corner of' said lot "6", ><hlch is on the northerly line of 8,ush Creek Parkway (as new cstabHshed);
(61} Substation No. 75 Hidtown, 122J Cast 49th Street, l(ansas Citv: All that part of' tt'le southwest quarter rJf Stlction ZB, Township 49, flao;ie D, Kansan City, Jackson County, Hil!souri, more particularly described as follows: Beginnirw;i at 1l p'.)int on tre south line of 46th Street, 275.0 feet east of the east line of Troost .\venue; thence South 89&deg; 55' 00'' East along the south line a distance of J78.32 feet to a point; th11nce South parallel with said east line or Troost Asenue 158.20 feet to a point in the northerly line of Bru,.,h Creek Petkway; th,m<:e South 57" 44' 00'' 'rl!!$l along lilaid northerly line a distance of 447.39 feet to a point; thence North and pa~allel with the ei;!st line or Troost Avenue a dlsta1\Ce of' ;!97. 06 feet to tho p:>int ol" beginfling, ALSO, that part of the nocth~est quarter of the ~uthwest quarter of Section 28, Township 49, Rarr,ie JJ, in Kansas Cit:;, Ja,;;kson County, Missouri, described as beginning at the SQuthweat corner of Lot 21, of Block J of Davis Place, a sub-division or land, and running thence Soijth along the extended east line of Tracy Avenue a distance o( 20S,2 feet to a point in the northerly line of the rigtit-of-way of Brush Cree:C Parl<way es e<lltablished by Ordinence No. 520B9 of Konsao City, approved March 2J, 1926; thence Northeasterly along said no~therly parkway t'ight-of-way line to n point in the extended west line of Virginla ~~enue 50 feet south of the south line of OavLs Place; thence North 50 feet al<;ing the west line of the right-of-,.ay of Orush Creek Parkway and the extended west line of Virginia /\venue to the 1X3int of intersection l'iith the South line of lot 20, Block J, Davis Place; thence West along the south lines of Lots 20 and 21, Block J, Davis Place, a distance of 250 feet to the point of beginnirg.
thence North 16&deg; 15' 10'' i:ast along the west line of L&#xa2;t "B" a distance of 159. SJ feet to o pol.nt; thence South 135* ;O' 20" East to a point on the east line of the northeast c;uartcr of the southeast quarter or Section 27, Township 49, Rar.ge J3 1 Jackson County, Hissour i, ...tlich is 562 .oa feet south of the northeast corner of said quarter quarter section, said point being also the northeast corner of Lot "B"; thence South along the cast line of Lot "0'' to the southeast corner thorof or the northerly line of Brush Creek Park.way (as now established};
ALSO, the south 46 feet of the west 111.67 feet of lot 19, the 1'4:lllt 111,67 feet of Lot 20, all of lot 21, ar.d the south 46 feet of Lot 22, 8locl< ) 1 Davis !'bee, a 51,;\,divisi.on in Kansas City, Jackson C::>unty, Missouri, according to the recorded plat thereof.
thence in a \lesterly direction along the south line of lot "6" to the ,IX)int cf beginning or the southwest corner of said Lot 1-1911. (64} Transmission Lioei Hawthorn -Leeds, 47th & Pari.: Roarl, Kansas City, Lot 9, Eastwood Hills, an addition in Kansas City, Hissovt l., ex:cept that portJ.on of !H1id lot tal<en for right~of-way, {65) Transmission Line; Leeds -Midtown, 48th & C!mwood,Kansas Cil:t.: -'ll of Lots 1 , 2, J, 4, 5 1 ard 6, Block 9, ',I ineyard G11rden5, a subdivision or land in Kansas City, Jackson County, Hisscuri.  
( 62} Substation No. 61 Leeds, 4210 Raytown Road, lfonsas Citv:         A ti-act of land in the southwest quarter of Sectiot1 19, Township 49, Rar,ge J'.2, in Jackson County, Hissouri, descC'ibed as follows: Beginning on the west line of the :;:out.hwest quarter of said Section 19, at a point wh.i.ch is 9J9, 2 feet. north of the southwest cornet' or said quarter section; thence North !!long said ,,.est line a dist~nce of 100 feet; 4
(66) l.ransmis.oion line; Hontroso -Lor.ia Vista, 10Jr:d & 6lce Ri~ Ext.. 1 Kansas City: i!J.l of lot 21 in the southeast quarter I nortlu,ast quarter, Section )6, Township 48, Range JJ except described as follows: All that part of Lot 21, Ruskin Acres, a subdivision in Jackson County, His:.ouri, ..t>foh lies within tho widths ao hereinorter cesigmited on the left or e.ast side of the followio;;
thence East at an angle of 90 right from last ooscr-ibed course a distance of 204,Jti feet; th,mce Noi-th parallel with the west line of the quarter aection a distance of 251.62 feet; thence South 40* 42' East a distance of 479.22 feet; thence South 24" DO' Eont a distance of tOJ.aO feet; thc,ce South 44* 01' East a distance of S6,JO feet; thence North so* 11' East II distance of 14J. 79 feet to a point on the southwesterly l.ine of U.S. Highway r140 AltorMte; thence South 47~ :10' e:sst along sai.d highway line a distance of *101.so reel; thence South
described center Hne of Blue Ridge Boulevard and on the right or :;outh side of the following described survey Cilnter line of the median of highway Interstate Route 470; The survey ~enter line of the mectan of high~ay Interstate Route 4i0 and tha center line of !llue Ridge Boolevard are located and descri~ed as follows: Beginning et the southeast corner of the northeast quarter of Section 36, township 45, Range J); thence 1,ccth 2' 44' 26" \'lest )42.4 feet to Station 130+90 on the survey center iine of the mcdian of said highway; thence frcm said.Station 130...90 the survey center line extends North fl6' 44' 26" 'rie!lt to19.01 feet to the !>~inning of a spiral traositfo11 cur~e nortJlal to a 3&deg; s.imple curve lo the left having an interio~ arx;le of 34* 5)' 4)" at S. T. Station IZ0+70.99; thence Westetly along said spiral curve ZOO feet to the end A. -:n of said spiral cur,e afld the oogirming of saW 3&deg; sicnple curve at C. 5. Station 118+70.99; thence Weatedy along said )* sliti;ile curve 105. 22 fe.it to Station 117+65. 77 \ohich equab Station 10+00 on the center l.i.ne of Blue Ridge Boulevard; thence from said Station 10+00 the cente~ line of Slue Ridge 8ovlevac-d extends South 02* 29' 07" West 229. 5 feet to the point of curve StaHon i2+29,5 of a z* curve to the left havirg an interior angle or s* 56'; thence Southel.'ly along the curve 105.5 feet to Sl&tion ,~35. The widths of rights-of-way on the left or east side of the center line of Blue Ridge Boulevard end on the i:ight or oouth side of the survey center lino of the irodian of h.l.9hway Intecstote Route li70 are as follows: Seginnir.g with a .,,idth of 75 feet on the sou~h line of Lat 21, Ruskin Acres, <38 measured at right angles of Slue Ridqe Boulevard cente~ line at Station iJ+JS; thence Northeasterly to a width of 220 feet as tn!)3Sured at right angles to the survey center line of the median of hi~hwoy Interstate Route 470 at Station 119+40; thence Northeasterly along a straight line and decreasing to a width of 160 Feet frw.i said survey center line of the ioodian of high..,ay Inters tste Route 470 Station 12>+)0; thence 160 feet in width fro.i satd St;ition 123-+JO to Station 12.>+00; also all abutters rights or direct access between highway now known as Interstate Route 470 including Blue Ridge Boulevard and abutting land ok'ned by Keosas City Powe~ & Light Company in Lot 21, Ruskin Acres, a subdivision of land in Jackson County, Missouri.  
 
(61) Transmission Line; Leeds -Hidtown 1 I.LJrd & 811.:e River, Kansas Cl.ti:;: Beginru.ng at the southeast corner of the scutheast c,uatter of the oouthwest quarter of Section 24, Township 49, Range JJ, Jackson County, Missouri; thence Northwa.rdly along the east line of said quad:er quarter section 179.6 feet; thence Southwestwa,dly by a straight line 635.S feet, more or less, to a point in the south line of said quarter quarter section 609.5 feet ...,st af the point of beginning; thence ~astwardly 609.5 feel to the point of beginnirv;i.  
31* 45' ifest a distance of }55.29 feet; thence South 62&deg; 45' h'est a distance of 172.92 feet; thence North 66* 1'l' 26" *aest a distance of 483,68 feet to a point on the west lin2 of the said oouth,;eot q1,1:;i,ter of Section 19; thence North along said quarter section line a distance of 310,2 feet to the point of beginning.
(68) Substation No. 144 D.ilnotte Terminal, 2014 East Gulnolte, Y.an.sos Citi:;: lot:i 11, 12, 13, 14, 15, 16 1 17, 18, 19, end 20, Block JO, Gutnott.e' s Addition, liJ s1Jbdivi,-ion in Kansas City, Jaclt;son County, Hissouri.  
(6J) Substation No, 146 Brush Creek reminal, 4030 Brush Creek Park.,ay, Karuias City:     ;\ll that pat't of lot "B", Block 4, Vineyard Gardens, a subdivision of land in Kansas City, Jackson County, Missouri, described as fellows: Beginning at the s,;H;thwest corner of' said lot "6", ><hlch is on the northerly line of 8,ush Creek Parkway (as new cstabHshed); thence North 16&deg; 15' 10'' i:ast along the west line of L&#xa2;t "B" a distance of 159. SJ feet to o pol.nt; thence South 135* ;O' 20" East to a point on the east line of the northeast c;uartcr of the southeast quarter or Section 27, Township 49, Rar.ge J3 1 Jackson County, Hissour i, ...tlich is 562 .oa feet south of the northeast corner of said quarter quarter section, said point being also the northeast corner of Lot "B"; thence South along the cast line of Lot "0'' to the southeast corner thorof or the northerly line of Brush Creek Park.way (as now established}; thence in a \lesterly direction along the south line of lot "6" to the ,IX)int cf beginning or the southwest corner of said Lot 1-1911.
(69} Subetat'.on No. 24 c~ossto"n, 1801 Cherry Street, l<aroas Ci!:t.~ lots 1 to 10, both inclusive, lll'ld all or the vacate<l alley lylr>,J west of and oojoinirw;i Lots 1 to 5, both inclusive, lllock 2, l'ic:Gee Place; also lots 25 to 36, both inclusive, and the south 10 feet of Lot 37 and the south 10 feet of Lot 60, arw:I a.U of the vacated alley lying west of and adjoining the south 10 feot of said lot 60 and lots 61 to 12, bol:h inclusive, am all of the 1ocoted ollcy lying west of and oojoining said Lots 61 to 72, both inclusive, Par~ Place; both being aubdivisioos in Kansas City, Jackson County, Hissouri.  
(64} Transmission Lioei Hawthorn - Leeds, 47th & Pari.: Roarl, Kansas City,     Lot 9, Eastwood Hills, an addition in Kansas City, Hissovt l.,
{ 70) Transr:iission Line, Bl\ll? Valley -Southtown 1 at Truman Seorts Complex, Kansas City: All that part of Blocks B, 9, anc: to, II -34
ex:cept that portJ.on of !H1id lot tal<en for right~of-way,
-Subdivision of Thor:ias Harrington's land, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof, des er ibed as follows: Be<,lnning at the point of intersect.ion of t:1e north line of said Block 8 wtth the northerly right-of-way line of the Chicego, Rack hland and ?aci fie Railroad Company, said right-of -woy line being 50 feet rot-theasterly of and normally clistent from the center line of said railroad company's main track, said point also bein:;i 212 feet west end 1702 feet, MOre or less, south of the notthcast corner of the southwest quarter of Section 19, Township 49 1 Range J2; thence East along the north line oF said 8locl< a, a Ci stance of 'l 16 Feet to a point 96 feet west and 1702 feet, moce or less, south of said northeast corner, said point being on the nocthcrly right-of-*my Une of said railroad company, said right-of-way line bcirig 100 feet "lortheasterly of and no.mally distant f.OOI the center line of seid railroad company'a main !:rack:; thence Southeastedy along said northerly dght-<>f-way line to a point 56l feet east at1d 2055 feet, more or leas, south of the northwest corner of tho southeast quarter of Section 19; thence Southerly to s point 562 feet east end 2114 feet, more or less, ~uth of soid nocthweJ;Jt corner, said p::,int being $0 feet northeasterly of and normally distant. from the center line of sal.d railroad company's main track; thence Northweste.ly alon9 a line 50 feet northeasterly of and normally distant f:om the center line of said mQin tr0ck to the point of beginning.  
{65) Transmission Line; Leeds - Midtown, 48th & C!mwood,Kansas Cil:t.:
(71} Transmission linei Shawnee -Navy, 12th h Bluff Street, Kans~ City: Iha~ p.irt ol" the west half of Government lot r.fo. 1 of the northe-ll.!Jt qu,1,ter (sometimes called the soutli,..est qu.;,ter of the norlhe<1:st quarter) of Section 6, Township 49 1 Range 33, in Kansas City, Jm;;ksori County, Missouri, described as commencing  
-'ll of Lots 1 , 2, J, 4, 5 1 ard 6, Block 9, ',I ineyard G11rden5, a subdivision or land in Kansas City, Jackson County, Hisscuri.
<1t the inter,;eot ion of the north aoo south center line of said Sec~.lon 6 wl.th tho north line of Twelfth Street, bear &#xa3;asc along the north Jine of T...elfth Street a distance of 742.07 feet to the true point of beginning; thence r.mLdng an argle or 77&deg; 06' to the-left of the l<1st de$Cribed course bear ~o,theasterly a distance of 735.80 feet along a line parallel with and 1.97
(66) l.ransmis.oion line; Hontroso - Lor.ia Vista, 10Jr:d & 6lce Ri~
* feet nor:-:nally distant from the westel.'ly line of Beardsley Street to a po~nt; thence l!llJking an angle of 10&deg; OJ' to the left of the last described course be11r No,ther-ly a distance of 451. 73 feet to a point an the eastet'ly line of Bluff Stt'eet ( formerly Bluff St.e11t Diversion}
Ext.. 1 Kansas City: i!J.l of lot 21 in the southeast quarter I nortlu,ast quarter, Section )6, Township 48, Range JJ except described as follows:
as est$hlished by deed of dedication dated November B, 1912, in Book 8-1462 al:. page 41S, Oocument 'n10E!8; thence Southerly .ilong the east line of said Bluff Street (formerly Bluff St,eet Diversion)
All that part of Lot 21, Ruskin Acres, a subdivision in Jackson County, His:.ouri, ..t>foh lies within tho widths ao hereinorter cesigmited on the left or e.ast side of the followio;; described center Hne of Blue Ridge Boulevard and on the right or :;outh side of the following described survey Cilnter line of the median of highway Interstate Route 470; The survey ~enter line of the mectan of high~ay Interstate Route 4i0 and tha center line of !llue Ridge Boolevard are located and descri~ed as follows: Beginning et the southeast corner of the northeast quarter of Section 36, township 45, Range J); thence 1,ccth 2' 44' 26" \'lest )42.4 feet to Station 130+90 on the survey center iine of the mcdian of said highway; thence frcm said.Station 130...90 the survey center line extends North fl6' 44' 26" 'rie!lt to19.01 feet to the
Aaking an angle of 169&deg; !l2' O!l" to the left of the last described course to a point on the north line of Twelfth Street; and l;henee East along the north line of Twelfth Street ta the point of h<lginning, ( 72) Substation r~o. 31 forest, 1105 East 61 st Stceet, Kansas CitY._: All or the south 2$ feet of lot 4, and the north 12-1/2 feat or Lot S, in Goodell Place, o subdivision in Kansas Cl.ty, Jackson County, Missouri, according to the recctded plat thereof. A -JS ALSO, tho east 2 feet of the north 15 feot cf Lot 6 and the east 2 feet of the south 20 feet of Lot 7, in Goodell Place, a subdivision in Karmas City, Jackson Cuunty, Missouri, accordirq to the recorded plat thereof. ALSO, lot 2, Locl(h9rt Place, a subdivision in Kansas City, Jackson County, Missouri.
!>~inning of a spiral traositfo11 cur~e nortJlal to a 3&deg; s.imple curve lo the left having an interio~ arx;le of 34* 5)' 4)" at S. T. Station IZ0+70.99; thence Westetly along said spiral curve ZOO feet to the end A. - :n
ALSO, the north }7-1/2 feet of lot J, Goodell Place, a aubdivtsion in Kansas City, Jackson County, Hissour1, according to the recorded plat thereof, ALSO, the west 129 feet of the south }5 faet of lot 6, Goodell Place, a sub1;1iviston in Kansas City, Jacl<son County, Missouri, according to the recorded plat thereof. ALSO, lot 4, Lockhart Place, a subdhi.sion in Kansas City, Jackson County, Missouri, according to the recorded plat thereof. ~LSO, all that part of the southwe~t Guarter of the northwest quarter of Section 4, Township 46, R.ill'.]e JJ, des<:ribed as follows: Beginnirg at a point on west line of forest Avenue 674,9 feet north of south lire of northwest quarter Section 4, To,mship 4G, flange 33, thence West parallel to nr;:tth line of southwest qir.uter of ooutt.west quarter of northwest quarter of said Section 4, 1J1.06 feet to a point 131 feet east of the east line of lroost Avenue as now established, thence No!'th pa.allel to east liM of Troost Avenue 40 foel to a ~oint, thence East parallel lo south line of said quarter $CC:tion 131,06 feet ta a p0int, ther,ce South 40 feet to bcginrilng, .:ans as Clty, Jackson County, 1-Ussouri..
 
Al.SO, all _.that pa~t of l:.tu, <nuthwest quartec of noi;thwest quarter Section 4, Township l:.8, Range JJ, described as follows: Beginninq at a point on west line of F'orest Avenue 714.9 feet north of south line of north .. ,rnt. qua::ter of Section 4, thence Hest parallel to north line of southwest quarte;;-of oouthwest.  
of said spiral cur,e afld the oogirming of saW 3&deg; sicnple curve at C. 5.
<l\)arter of northwei;t quarter of said Section 4, 1,1.06 feet tc a point tJl feet ea$l of east line of Troost Avenue as now ei;tablished thence North parallel to east line of Troost Avei:ue SO feet to a f'()inl:, thence East parnlle l to south line of aiald quarter section 1)1,06 feet to a point, thence South .50 feet to beginning in Kansas City, Jackson Covnty, Missouri, At.SO, the Si()uth 12-1/2 feel of l.ot 3, and the north 25 reet of Lot 4, Coodl!ll Plac:e, a (iubdivisicm in Kaosas City, Jackson County, Hissoul"i, according to the recorded plat the,eof. ALSO, the north 35 feet of the south 40 feet of lot G, Goodell Place, an addition in Kansas City, Jackson County, MisS<luri, according to the reco:ded plat t~er~of. A -)6 ALSO, Lot S, Locl<h~rt Pl;,ce, a 51Jbdivision  
Station 118+70.99; thence Weatedy along said )* sliti;ile curve 105. 22 fe.it to Station 117+65. 77 \ohich equab Station 10+00 on the center l.i.ne of Blue Ridge Boulevard; thence from said Station 10+00 the cente~ line of Slue Ridge 8ovlevac-d extends South 02* 29' 07" West 229. 5 feet to the point of curve StaHon i2+29,5 of a z* curve to the left havirg an interior angle or s* 56'; thence Southel.'ly along the curve 105.5 feet to Sl&tion ,~35. The widths of rights-of-way on the left or east side of the center line of Blue Ridge Boulevard end on the i:ight or oouth side of the survey center lino of the irodian of h.l.9hway Intecstote Route li70 are as follows: Seginnir.g with a .,,idth of 75 feet on the sou~h line of Lat 21, Ruskin Acres, <38 measured at right angles of Slue Ridqe Boulevard cente~ line at Station iJ+JS; thence Northeasterly to a width of 220 feet as tn!)3Sured at right angles to the survey center line of the median of hi~hwoy Interstate Route 470 at Station 119+40; thence Northeasterly along a straight line and decreasing to a width of 160 Feet frw.i said survey center line of the ioodian of high..,ay Inters tste Route 470 Station 12>+)0; thence 160 feet in width fro.i satd St;ition 123-+JO to Station 12.>+00; also all abutters rights or direct access between highway now known as Interstate Route 470 including Blue Ridge Boulevard and abutting land ok'ned by Keosas City Powe~ & Light Company in Lot 21, Ruskin Acres, a subdivision of land in Jackson County, Missouri.
~n Kansas City, Jackson County, Missouri, according to the recorded pl~t thoreor. ALSO, lot 1, Lockhart PlaC\:, a subdivision in Kamao City, Jackson County, Hissourl.
(61) Transmission Line; Leeds - Hidtown 1 I.LJrd & 811.:e River, Kansas Cl.ti:;: Beginru.ng at the southeast corner of the scutheast c,uatter of the oouthwest quarter of Section 24, Township 49, Range JJ, Jackson County, Missouri; thence Northwa.rdly along the east line of said quad:er quarter section 179.6 feet; thence Southwestwa,dly by a straight line 635.S feet, more or less, to a point in the south line of said quarter quarter section 609.5 feet ...,st af the point of beginning; thence ~astwardly 609.5 feel to the point of beginnirv;i.
ALSO, the weot 129 feet of the north 15 feet of Lot 6 and the 1-0st 12.9 feet of the south 2o*reet of Lot 7, Goodell Place, a subdivision in Kaooas City, Jackson County, tussoud, commonly t.no..,n ag 6115 fro<.tSt Avenue, and all rights to an M&crnent for driveway purposes over the south 6 feet of the north 21 feet of the 1<est 107 feet of lot 6 cf the said Goodell Place, a subdivision in Kansao City, Jackson County, Hlssau~ i. ALSO, all of the north JO feet of Lot i, aod the 1;Cuth S feet of Lot 8, Goodell Place, a subdivision in Kanses City, Jackson County, Hissouri, cornw~nly known as 611} Troost Avenu~. ALSO, the not-th 10 feet of Lot 8 onrl the south 25 feel of Lot 9, Coodell Plac", a subdivision in Karmas City, Jackson Coun~y, Hissouri, oonrnonly mown as 6107-6109 Troost Avenue, and all =ights to an easement for ddveway puq.>Ose,;
(68) Substation No. 144 D.ilnotte Terminal, 2014 East Gulnolte, Y.an.sos Citi:;: lot:i 11, 12, 13, 14, 15, 16 1 17, 18, 19, end 20, Block JO, Gutnott.e' s Addition, liJ s1Jbdivi,-ion in Kansas City, Jaclt;son County, Hissouri.
over the north 4 feet of the north J5 feet of Urn south 4{J f'eet of the west 107 feet of Lot 8 or Lhe sli!id Goodell Place, a subdivision in Kan-~as City, Jackson County, Hissouri.
(69} Subetat'.on No. 24 c~ossto"n, 1801 Cherry Street, l<aroas Ci!:t.~
ALSO, the north 25 feet of lat 9 and nl 1 of Loi. 10, Goodell Place, a subdivision in Kansas City, Jackson Couoty, Hissouri, com.-.only known as 6101 Troost Avenue. ALSO, Lot >, Lockhac-t Place, a subdivision in Kansa.-r City, Jackson County, MistJOuri, accocdll'XJ to the recorded plat thereor, ALSO, the east 2 feet of StJuth :S5 feet of Lot 6, Goodell Place, a subdivision ln Kar,sas City, Jackson County, Hlssouri. (U) Commercial Office, 614'.> Troost 1 Kansas Cit:i:: All that part or the oouthwost qtmrter of tho;, northwest quarhr of Secticn 4, ro..,nship ti8, Range :S}, in Kansas City, Jacl<oon tou:ity, Hhsouri, beginning at lit point 749.9 feet no,th and 40 feet easl of the $()Uthwest corner of said quarter quaC"ter section on the oust lfoo of Tr.iost Avenue, thence East parallel to the south line of said q,JarteC' quarter section 1J I feet, thence North parnllel with the we,;t line of said quai-tel" quarter section 65 feet, th,ince West paraUd to the south line of said quarter quart or section 131 feel, thence South 65 f,.et on the east line of Troost .\venue to place of b.iginnir,g, in Kansas City, Jecl<son County, Hl.sr;ouri.
lots 1 to 10, both inclusive, lll'ld all or the vacate<l alley lylr>,J west of and oojoinirw;i Lots 1 to 5, both inclusive, lllock 2, l'ic:Gee Place; also lots 25 to 36, both inclusive, and the south 10 feet of Lot 37 and the south 10 feet of Lot 60, arw:I a.U of the vacated alley lying west of and adjoining the south 10 feot of said lot 60 and lots 61 to 12, bol:h inclusive, am all of the 1ocoted ollcy lying west of and oojoining said Lots 61 to 72, both inclusive, Par~ Place; both being aubdivisioos in Kansas City, Jackson County, Hissouri.
M.SO, all that psrt of the southwest quarter of the northwest quarter of Section 4, Township 4B, Rar,ge )} in Kansas City, Jackson County, Miszouri, descdoed as follo..,s:
{ 70) Transr:iission Line, Bl\ll? Valley - Southtown 1 at Truman Seorts Complex,   Kansas City:     All that part of Blocks B, 9, anc: to, II - 34
Beginning at a point 6)2.51 north and A -J7 40 reet e.:ist of the southwest corner of said quarter quarter section; aaid point being the intersection of the north line of 62nd Street with the east line of froos t AvC11ue; thence North a.tong the east line of h:oost 117. JJ feet; thence [ast pa:ollel with the ,x,uth line of said quarter quarter section 131 feet; thence South parallel with said line of Troost Avenue; 75,32 feet CTOre or leas to o point 42,01 feet north of the north line of 62nd Street, thence East parallel to the north line of 62nd Street to a pJl.nt on the .est line of F'orest Avenue; thence South along said west line to the notth line of 62nd Street; thence West alony said north line 262,06 feet to the point or beginning.  
 
(74) Substation No. 57 Cou~tney, S~ker Road & ~o. Highway 291.l-Sugar  
Subdivision of Thor:ias Harrington's land, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof, des er ibed as follows:     Be<,lnning at the point of intersect.ion of t:1e north line of said Block 8 wtth the northerly right-of-way line of the Chicego, Rack hland and ?aci fie Railroad Company, said right-of -woy line being 50 feet rot-theasterly of and normally clistent from the center line of said railroad company's main track, said point also bein:;i 212 feet west end 1702 feet, MOre or less, south of the notthcast corner of the southwest quarter of Section 19, Township 49 1 Range J2; thence East along the north line oF said 8locl< a, a Ci stance of 'l 16 Feet to a point 96 feet west and 1702 feet, moce or less, south of said northeast corner, said point being on the nocthcrly right-of-*my Une of said railroad company, said right-of-way line bcirig 100 feet "lortheasterly of and no.mally distant f.OOI the center line of seid railroad company'a main !:rack:; thence Southeastedy along said northerly dght-<>f-way line to a point 56l feet east at1d 2055 feet, more or leas, south of the northwest corner of tho southeast quarter of Section 19; thence Southerly to s point 562 feet east end 2114 feet, more or less, ~uth of soid nocthweJ;Jt corner, said p::,int being $0 feet northeasterly of and normally distant. from the center line of sal.d railroad company's main track; thence Northweste.ly alon9 a line 50 feet northeasterly of and normally distant f:om the center line of said mQin tr0ck to the point of beginning.
~: The north 150 feet. or the east 150 feet of _the southeast quarter of Section 24, Township ,o, Range 32, Jackson County, Hissouri.
(71} Transmission linei Shawnee - Navy, 12th h Bluff Street, Kans~
ALSO, beginning at the southeast corner of the northeast quarter of Section 24, Township 50, Range 32, Jad,son County, Missouri, thence ::o~th along the east line of said quarter section 50 feet, thence West parallel to the south line of said quarter section 150 feet, thence South, pacallol to the east line or said quarter section to a point on the south line of said quarter section, thence East along the oouth line or said quarter section to the point of beginning.  
City:     Iha~ p.irt ol" the west half of Government lot r.fo. 1 of the northe-ll.!Jt qu,1,ter (sometimes called the soutli,..est qu.;,ter of the norlhe<1:st quarter) of Section 6, Township 49 1 Range 33, in Kansas City, Jm;;ksori County, Missouri, described as commencing <1t the inter,;eot ion of the north aoo south center line of said Sec~.lon 6 wl.th tho north line of Twelfth Street, bear &#xa3;asc along the north Jine of T...elfth Street a distance of 742.07 feet to the true point of beginning; thence r.mLdng an argle or 77&deg; 06' to the- left of the l<1st de$Cribed course bear ~o,theasterly a distance of 735.80 feet along a line parallel with and 1.97
(7$) Substation  
* feet nor:-:nally distant from the westel.'ly line of Beardsley Street to a po~nt; thence l!llJking an angle of 10&deg; OJ' to the left of the last described course be11r No,ther-ly a distance of 451. 73 feet to a point an the eastet'ly line of Bluff Stt'eet ( formerly Bluff St.e11t Diversion} as est$hlished by deed of dedication dated November B, 1912, in Book 8-1462 al:. page 41S, Oocument 'n10E!8; thence Southerly .ilong the east line of said Bluff Street (formerly Bluff St,eet Diversion) Aaking an angle of 169&deg; !l2' O!l" to the left of the last described course to a point on the north line of Twelfth Street; and l;henee East along the north line of Twelfth Street ta the point of h<lginning,
~o. 48 Tomahaw~ 910 West 103rd Street, Kansas City: The cant 175' of Lot 22, except that part thereof lyirg south of a line orawn 150 feet north of and parallel to the south line of said lot, in Eden, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof. ALSO, ;,art of the southwest quarter of the northeast quart.er of Sectton J1, Township 4!!, Range 33, in Karo,m City, Jackoon County, Hissouri, more p.,,Ucularly described a9 follows: Beglnoing in the south line of said quarter quarter section at a point 519 feet 1<est of the southeast cotne~ thereof; thence North parallel to .the east line or said qvarter quarter section, 150 feet; thence West parallel to the south line of said quarter quarter section, 70 feet; thence South parallel to the east line of said quarter quarter section, 150 feet; thence East along the south line of sold qu11rter quarter section, 70 feet to the place of begir:ning, except the south part thereof in 10Jrd Street. ALSO, thet part of tho southwost quarter of the northeaot quarter of Section '.:si, lownship 48, Range 33, in Kansas City, Jackson County; Missouri, described as follows; Begtnning at o point ZOJ feet weet of the southeast corner of the southwest quarter of the northeast quarter of snid oecticn, thence West 72-1/2 feet, thence Nc:th to the center of lndi.an Creek,' thence along the said center of Indian C:reek to a line 20.l faet ..est of the west. lino or the oouth&#xa2;aat quarter of the A -:Sa L nodhe.ist quarter or said Section 31, thence Sowth to tile place of beginning, except part in county highway known as 103rd Street. ALSO, a pat't of Section 31, Township 48, Range :n, in Jact.:~n County, Hissaud; beginning 454 feet nest of the southeast corner of the southwest quarter of the northeast quarter of Section 31, Township 4S, Range J), thence West 65 feet; thence llorth 150 feet; thence East 65 feet; the*)Ce South 150 feet to the beginning, in Jackoon County, Hieeouri, ,1.LsO, part of the southwest quarter or t.hc northeast quarter of Section }1, Townshi:>
( 72) Substation r~o. 31 forest, 1105 East 61 st Stceet, Kansas CitY._:
48 1 flange }}1 in i(af"l!lllS City, Jec1<son County, Hisoouri, particvlarly  
All or the south 2$ feet of lot 4, and the north 12-1/2 feat or Lot S, in Goodell Place, o subdivision in Kansas Cl.ty, Jackson County, Missouri, according to the recctded plat thereof.
<;k!::ictibed as follows: 9eginnlng in the half section line at a point 414 feet wuot of the routheoot corner oi said oouthwe:it quarter or the northeast q1Jartec and rt1nniog, thence West along the south line of said quarter quarter section 40 feet, thence North and para He l with the east line of said GUa.-ter quarter sect i.on 1SO feet; thence East parallel with the first course he~ein described 40 feet; thence South 150 feet; thence South i 50 feet to the place or beginning, in Jac~son County, Missouri.
A - JS
 
ALSO, tho east 2 feet of the north 15 feot cf Lot 6 and the east 2 feet of the south 20 feet of Lot 7, in Goodell Place, a subdivision in Karmas City, Jackson Cuunty, Missouri, accordirq to the recorded plat thereof.
ALSO, lot 2, Locl(h9rt Place, a subdivision in Kansas City, Jackson County, Missouri.
ALSO, the north }7-1/2 feet of lot J, Goodell Place, a aubdivtsion in Kansas City, Jackson County, Hissour1, according to the recorded plat thereof, ALSO, the west 129 feet of the south }5 faet of lot 6, Goodell Place, a sub1;1iviston in Kansas City, Jacl<son County, Missouri, according to the recorded plat thereof.
ALSO, lot 4, Lockhart Place, a subdhi.sion in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.
  ~LSO, all that part of the southwe~t Guarter of the northwest quarter of Section 4, Township 46, R.ill'.]e JJ, des<:ribed as follows:   Beginnirg at a point on west line of forest Avenue 674,9 feet north of south lire of northwest quarter Section 4, To,mship 4G, flange 33, thence West parallel to nr;:tth line of southwest qir.uter of ooutt.west quarter of northwest quarter of said Section 4, 1J1.06 feet to a point 131 feet east of the east line of lroost Avenue as now established, thence No!'th pa.allel to east liM of Troost Avenue 40 foel to a ~oint, thence East parallel lo south line of said quarter $CC:tion 131,06 feet ta a p0int, ther,ce South 40 feet to bcginrilng, .:ans as Clty, Jackson County, 1-Ussouri..
Al.SO, all _.that pa~t of l:.tu, <nuthwest quartec of noi;thwest quarter Section 4, Township l:.8, Range JJ, described as follows: Beginninq at a point on west line of F'orest Avenue 714.9 feet north of south line of north ..,rnt. qua::ter of Section 4, thence Hest parallel to north line of southwest quarte;;- of oouthwest. <l\)arter of northwei;t quarter of said Section 4, 1,1.06 feet tc a point tJl feet ea$l of east line of Troost Avenue as now ei;tablished thence North parallel to east line of Troost Avei:ue SO feet to a f'()inl:, thence East parnlle l to south line of aiald quarter section 1)1,06 feet to a point, thence South .50 feet to beginning in Kansas City, Jackson Covnty, Missouri, At.SO, the Si()uth 12-1/2 feel of l.ot 3, and the north 25 reet of Lot 4, Coodl!ll Plac:e, a (iubdivisicm in Kaosas City, Jackson County, Hissoul"i, according to the recorded plat the,eof.
ALSO, the north 35 feet of the south 40 feet of lot G, Goodell Place, an addition in Kansas City, Jackson County, MisS<luri, according to the reco:ded plat t~er~of.
A - )6
 
ALSO, Lot S, Locl<h~rt Pl;,ce, a 51Jbdivision ~n Kansas City, Jackson County, Missouri, according to the recorded pl~t thoreor.
ALSO, lot 1, Lockhart PlaC\:, a subdivision in Kamao City, Jackson County, Hissourl.
ALSO, the weot 129 feet of the north 15 feet of Lot 6 and the 1-0st 12.9 feet of the south 2o*reet of Lot 7, Goodell Place, a subdivision in Kaooas City, Jackson County, tussoud, commonly t.no..,n ag 6115 fro<.tSt Avenue, and all rights to an M&crnent for driveway purposes over the south 6 feet of the north 21 feet of the 1<est 107 feet of lot 6 cf the said Goodell Place, a subdivision in Kansao City, Jackson County, Hlssau~ i.
ALSO, all of the north JO feet of Lot i, aod the 1;Cuth S feet of Lot 8,   Goodell Place, a subdivision in Kanses City, Jackson County, Hissouri, cornw~nly known as 611} Troost Avenu~.
ALSO, the not-th 10 feet of Lot 8 onrl the south 25 feel of Lot 9, Coodell Plac", a subdivision in Karmas City, Jackson Coun~y, Hissouri, oonrnonly mown as 6107-6109 Troost Avenue, and all =ights to an easement for ddveway puq.>Ose,; over the north 4 feet of the north J5 feet of Urn south 4{J f'eet of the west 107 feet of Lot 8 or Lhe sli!id Goodell Place, a subdivision in Kan-~as City, Jackson County, Hissouri.
ALSO, the north 25 feet of lat 9 and nl 1 of Loi. 10, Goodell Place, a subdivision in Kansas City, Jackson Couoty, Hissouri, com.-.only known as 6101 Troost Avenue.
ALSO, Lot   >, Lockhac-t Place, a subdivision in Kansa.-r City, Jackson County, MistJOuri, accocdll'XJ to the recorded plat thereor, ALSO, the east 2 feet of StJuth :S5 feet of Lot 6, Goodell Place, a subdivision ln Kar,sas City, Jackson County, Hlssouri.
(U) Commercial Office, 614'.> Troost 1 Kansas Cit:i:: All that part or the oouthwost qtmrter of tho;, northwest quarhr of Secticn 4, ro..,nship ti8, Range :S}, in Kansas City, Jacl<oon tou:ity, Hhsouri, beginning at lit point 749.9 feet no,th and 40 feet easl of the $()Uthwest corner of said quarter quaC"ter section on the oust lfoo of Tr.iost Avenue, thence East parallel to the south line of said q,JarteC' quarter section 1J I feet, thence North parnllel with the we,;t line of said quai-tel" quarter section 65 feet, th,ince West paraUd to the south line of said quarter quart or section 131 feel, thence South 65 f,.et on the east line of Troost .\venue to place of b.iginnir,g, in Kansas City, Jecl<son County, Hl.sr;ouri.
M.SO, all that psrt of the southwest quarter of the northwest quarter of Section 4, Township 4B, Rar,ge )} in Kansas City, Jackson County, Miszouri, descdoed as follo..,s: Beginning at a point 6)2.51 north and A - J7
 
40 reet e.:ist of the southwest corner of said quarter quarter section; aaid point being the intersection of the north line of 62nd Street with the east line of froos t AvC11ue; thence North a.tong the east line of h:oost 117. JJ feet; thence [ast pa:ollel with the ,x,uth line of said quarter quarter section 131 feet; thence South parallel with said line of Troost Avenue; 75,32 feet CTOre or leas to o point 42,01 feet north of the north line of 62nd Street, thence East parallel to the north line of 62nd Street to a pJl.nt on the .est line of F'orest Avenue;     L thence South along said west line to the notth line of 62nd Street; thence West alony said north line 262,06 feet to the point or beginning.
(74) Substation No. 57 Cou~tney, S~ker Road & ~o. Highway 291.l-Sugar
~:       The north 150 feet. or the east 150 feet of _the southeast quarter   of   Section 24, Township   ,o, Range 32, Jackson County, Hissouri.
ALSO, beginning at the southeast corner of the northeast quarter of Section 24, Township 50, Range 32, Jad,son County, Missouri, thence
::o~th along the east line of said quarter section 50 feet, thence West parallel to the south line of said quarter section 150 feet, thence South, pacallol to the east line or said quarter section to a point on the south line of said quarter section, thence East along the oouth line or said quarter section to the point of beginning.
(7$) Substation ~o. 48 Tomahaw~ 910 West 103rd Street, Kansas City:
The cant 175' of Lot 22, except that part thereof lyirg south of a line orawn 150 feet north of and parallel to the south line of said lot, in Eden, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.
ALSO, ;,art of the southwest quarter of the northeast quart.er of Sectton J1, Township 4!!, Range 33, in Karo,m City, Jackoon County, Hissouri, more p.,,Ucularly described a9 follows:     Beglnoing in the south line of said quarter quarter section at a point 519 feet 1<est of the southeast cotne~ thereof; thence North parallel to .the east line or said qvarter quarter section, 150 feet; thence West parallel to the south line of said quarter quarter section, 70 feet; thence South parallel to the east line of said quarter quarter section, 150 feet; thence East along the south line of sold qu11rter quarter section, 70 feet to the place of begir:ning, except the south part thereof in 10Jrd Street.
ALSO, thet part of tho southwost quarter of the northeaot quarter of Section '.:si, lownship 48, Range 33, in Kansas City, Jackson County; Missouri, described as follows; Begtnning at o point ZOJ feet weet of the southeast corner of the southwest quarter of the northeast quarter of snid oecticn, thence West 72-1/2 feet, thence Nc:th to the center of lndi.an Creek,' thence along the said center of Indian C:reek to a line 20.l faet ..est of the west. lino or the oouth&#xa2;aat quarter of the A - :Sa
 
nodhe.ist quarter or said Section 31, thence Sowth to tile place of beginning, except part in county highway known as 103rd Street.
ALSO, a pat't of Section 31, Township 48, Range :n, in Jact.:~n County, Hissaud; beginning 454 feet nest of the southeast corner of the southwest quarter of the northeast quarter of Section 31, Township 4S, Range J), thence West 65 feet; thence llorth 150 feet; thence East 65 feet; the*)Ce South 150 feet to the beginning, in Jackoon County,
: Hieeouri,
  ,1.LsO, part of the southwest quarter or t.hc northeast quarter of Section }1, Townshi:> 48 1 flange }} 1 in i(af"l!lllS City, Jec1<son County, Hisoouri, particvlarly <;k!::ictibed as follows:     9eginnlng in the half section line at a point 414 feet wuot of the routheoot corner oi said oouthwe:it quarter or the northeast q1Jartec and rt1nniog, thence West along the south line of said quarter quarter section 40 feet, thence North and para He l with the east line of said GUa.-ter quarter sect i.on 1SO feet; thence East parallel with the first course he~ein described 40 feet; thence South 150 feet; thence South i 50 feet to the place or beginning, in Jac~son County, Missouri.
ALSO, aH that pnrt of' the southwest quartl'!, of the no,theost quartet' of Section 31 1 Township 4B, Range JJ described as follows: 6eginning at a poLnt. 27S.7 feet west of the southeast corner of the west half of the ,,ort.heast quarte, of Section 31; thence West alon9 the half ,mction line of sold section 138-1/2 feet, thence North to the center of the channel of Indian Ct'eek, thence East aod South along the center channel of Indian Creek to a line running north frCfll beginninq; thence South to place of beginning in Jac~scn County, Missouri.
ALSO, aH that pnrt of' the southwest quartl'!, of the no,theost quartet' of Section 31 1 Township 4B, Range JJ described as follows: 6eginning at a poLnt. 27S.7 feet west of the southeast corner of the west half of the ,,ort.heast quarte, of Section 31; thence West alon9 the half ,mction line of sold section 138-1/2 feet, thence North to the center of the channel of Indian Ct'eek, thence East aod South along the center channel of Indian Creek to a line running north frCfll beginninq; thence South to place of beginning in Jac~scn County, Missouri.
l.Af'AttTTE COUNTY (76) Substation No. J4 Co~dar, Misw11ri Highway 20 & BB, Corder: Beginning at. a point 92 feet north and 64.S foot weot oi the Section Corner 22, 2), 26, 27 Township SO, Ra119e 2S: thence West 152.'Z feet; tlwnce North 189 feet; thence East 217 feet; thence South 145. 7 feet; thane*! 'West J.9 feet, thence Southwesterly to the place of beginning; beinq a part of the sautheast quarter of !;he southeast quarte~ of Section 22, Township SO, Range 25 1 lafayette County, Missouri.
l.Af'AttTTE COUNTY (76) Substation No. J4 Co~dar, Misw11ri Highway 20 & BB, Corder:
(77) Substation No. 122 Waverly, 208 Jefferson Street, Waverly: The north
Beginning at. a point 92 feet north and 64.S foot weot oi the Section Corner 22, 2), 26, 27 Township SO, Ra119e 2S: thence West 152.'Z feet; tlwnce North 189 feet; thence East 217 feet; thence South 145. 7 feet; thane*! 'West J.9 feet, thence Southwesterly to the place of beginning; beinq a part of the sautheast quarter of !;he southeast quarte~ of Section 22, Township SO, Range 25 1 lafayette County, Missouri.
(77)    Substation No. 122 Waverly, 208 Jefferson Street, Waverly:  The north 150 feet of lots 1, 2, and ), Block 10, Shelby ar.d Company's Addition to the Town of Waverly, Missouri, (78) Subshtion No, 703 Hayview, County Rd 1"1' Northea<<t of Mayvie*.,,
A tl:'act of !and in the nodheast qut1rter of the s:ivtheast quilt"ter of Section 6 in
pomllcl '"ith the east lioo of the northeast quarter of the northeast quacter of Section 19 to a Point in the north line ol'
pomllcl '"ith the east lioo of the northeast quarter of the northeast quacter of Section 19 to a Point in the north line ol'
* said Sect ion 19 (all of the t'o,e1:t1:.nq bt>ing in L.iflrl County, Kansas), said point o.lso being in the south li r.e of Section
* said Sect ion 19 (all of the t'o,e1:t1:.nq bt>ing in L.iflrl County, Kansas), said point o.lso being in the south li r.e of Section 18, Township 19, Range 25, Miami County, KD=isas, tl'\ence Northedy with the east line of the southeast quarter of said Section
EU:CTRIC COIERATit.C Pl.ANTS The ~ortheast Gas Turbine tlectcic Generating Station arq Bulk Oil Storage located at nest Street and ?ark Avenue in Kansas City, Jackson County, Missouri.
EU:CTRIC COIERATit.C Pl.ANTS The ~ortheast Gas Turbine tlectcic Generating Station arq Bulk Oil Storage located at nest Street and ?ark Avenue in Kansas City, Jackson County, Missouri.
Ttrn Hawth<>m Stem'.\ Electric:  
Ttrn Hawth<>m Stem'.\ Electric: (;enerat ing Station lccate<l at the juni:tion of tho Missouri and Blue Rivers in Karsas C~ty, Jackson County, Missouri, The Montrose Ste;im Electdc Gene,ating Station located nine miles west and three miles sout.h of Clintoo, Hen!'y County, Hisao11i:L.
(;enerat ing Station lccate<l at the juni:tion of tho Missouri and Blue Rivers in Karsas C~ty, Jackson County, Missouri, The Montrose Ste;im Electdc Gene,ating Station located nine miles west and three miles sout.h of Clintoo, Hen!'y County, Hisao11i:L.
A fifty percent interest in the l<1 Cygne Steam &#xa3;lectric Generating Station lQcatfld five miles east of Lo Cygne, Linn County, Kansas.
A fifty percent interest in the l<1 Cygne Steam &#xa3;lectric Generating Station lQcatfld five miles east of Lo Cygne, Linn County, Kansas. /I so,*onty pcrcMt interest in the htan Stea ... Electric Cenacati~
    /I so,*onty pcrcMt interest in the htan Stea... Electric Cenacati~ Station located near Iatan in Platte County, Hissotiri, A forty-seven p,:i;cent int.iz,mt in Wolf Ci,eel< Nucle;.r Stearn tleclric Gcne,atir-.g Station located near Elurlington io Coffey County, Karnas.
Station located near Iatan in Platte County, Hissotiri, A forty-seven p,:i;cent int.iz,mt in Wolf Ci,eel< Nucle;.r Stearn tleclric Gcne,atir-.g Station located near Elurlington io Coffey County, Karnas. &#xa3;1.&#xa3;CTRIC TRAN9'U'.SS1CE LINES Length Missouri (Ove.t1e8<d U:nes) {f"roi:i) (To) Stilwdl {16) Sib Ley J45 5.22 Sibley Overlor, ;l45 n.02 Sibk~ St. Joseph 31.;5 S0.10 Cralg (72} Iatan (70S) J45 i.Ja Oouble Circuit Iatan River C,ossirq 34S .J4 C:ommon RN Ha,,f;horn H.awttiorn Blue V.a.lley OS 154 1.02 !iawthorn Leeds /J7 15!: 1.}7 A -75 Missouri I.Fron) (Overhead  
                                  &#xa3;1.&#xa3;CTRIC TRAN9'U'.SS1CE LINES
!..ines) (Continued} ( Tu) Tow*!t line Hawlhol"n Hawthorn River Crossin9 River Crossicig Slut? Valley Cor.m.in R/W Ha"'thorn Southto*.;n Northeast Hawthorn Le!!dS IP & L Co. Southtown  
                            ~                              ~            Length Missouri (Ove.t1e8<d U:nes)
().C. 0. C-. !-'ont. South town Northe:.ist Com R/'r/ Hawt. KernodLe JcL Hayh'tlod Com R/'rl Sou th. Northeast Co"' 11./W Mont. Com R/'11 Hant. Montrose t,!ontrose Mont rose Montrose Southto"n Southto..n Hawthorn Hawthol"n R/W tfawtnorn Mo. City Salisbury Norton Northeast Montrose Ray Jct. Hidtown f'orest Slue Hills Claycorno Blue Valley A::ir,co Satry Blue Valley Ccusstcwr) 1115 Northeast Ha .. thorll Northeast Southto"'n 5outhto1<1n Leeds 1110 Loma Vista Grand A<:e. Nt>t*thea,;t 1117 Midto><n /JZ Blue Mills Kerm::dle Lorna Vista Kenilworth Greenwood S0uthto1<n Hl.ck:ma n Suo Nashua Sti11<oll Grund Ave. Slilwell loll!lil Vists Loma Vi.sta ,19 Lo:na Vista 011 StilwE!ll
{f"roi:i)             (To)
/1D Stilwell fJ9 Stilwell Stihrell D10 Blue Valley 11~ Ray Jct. Mo. City fJ9 Salisbury l:orton S". Waverly 3t. JosL-ph Clinton [>ecdsior S?t;i5. foC'cst Southtown Sibley Gsshlan<l Jct, Araco Me-lt. Shop Jct. line Creek A -76 154 154 154 1.54 1S4 154 154 154 tS4 154 1.54 1S4 154 154 1$4 1S4 154 154 154 154 154 154 154 154 154 154 1S ft \54 154 154 154 154 154 154 154 154 154 1:>4 154 154 .S1 5.14 7 ,43 .S4 .}6 15.;9 11 .39 }.64 .n 5.S8 2.;11 .2} .11 .97 4.05 2.76 2-62 11 .mi .21 57.25 57.29 48.21} 48,1S 9,35 9.29 1.71 14.30 90.23 22.ze 21 ,5$ 47 .55 12.22 J.os 1.5z .l,24 .21 6.45 .21 ,J2 4.19 
Stilwdl         {16) Sib Ley                 J45         5.22 Sibley                 Overlor,               ;l45       n.02 Sibk~                 St. Joseph             31.;5       S0.10 Cralg           (72} Iatan       (70S)       J45         i.Ja Oouble Circuit         Iatan River C,ossirq   34S           .J4 C:ommon RN             Ha,,f;horn H.awttiorn             Blue V.a.lley OS       154         1.02
'Joltaqe Length Missou,i (Unce rtiro,md Lines) (F",om) (To) Leeds Line Roeland Par;c* f:54 4,08 Northeast Grnnd Ave. 1;,4 1,J:i> liavy Gt'and Ave, 154 .19 Guinotte Crosstown 154 . 2,61 Grand Ave. CrosstolriO 15A 1,94 Kansas {Overhead lines) (f,oir.) {To) Double Citcuit (at;1n River Crossing J/15 .40 St.ili.ell ( 16) Swi$svale 345 32.82 Stih,ell (16) Sibley J45 3.05 Stilwell ( 16) La Cygne (704) 345 )0,BJ Cl'aig (72) Iatan {705) 345 57 .07 I.a Cy,;;ne (i04) Craig {n} 345 J9.99 Leeds Roehrnl Park 154 .17 Southto'ol!l Keniiwod.h 1S4 4.15 K,milworth Westbrook Jc:t. 154 3.14 Shawm:,c Gree:-.wood 154 3.12 Cornir.o n t!/'ri Shawnee fisher Jct. Maywood Nashua 15.!: 5.16 Comrr.on R/H Southtown-Stilwcll Com,110 n R/11 Hontro~e-Stllwell Montrose Stilwell 15l1 J,26 Montrose Stilwell 15Ci 3.14 Southtown StHwell 154 7.05 Southtown Stilwell 154 6 .85 llroot.:ridgo Westbrook Jct. 1511 1.79 Stilwoll Oxford 154 7.49 Stilwell Paola 154 22.92 Paola Marmaton 154 51.JO Paola Ottawa 154 21. 72 Merriam Cre,mwood 154 4.44 Grucm1<1cd Hidland 15~ 2.2:i Crc1:11wood Haywood 1$4 9 .95 Kenilworth Lenexa 154 11.n Craig lef'\exa 154 .?.2 Craig Olathe 154 6.02 Crait,1 Greenwood 154 3.98 Double Circuit Craig Creen.,,ood 154 .11 Double Circuit Craig Lenexa 154 ,.73 Olathe Hue Len 1S4 4.51 s .. nzer Brookridge 154 2.74 Swltzec Olathe 154 4,01 Oo1.1ble Ciretiit Switz-Brkrd9-0lathe lS4 .22 Oxford Olathe tS4 3.07 Westbrook Jct. Ovedand Pllrk 154 .27 Ov!l daoo Park floeland Park 154 '}',2} A -17 Konnas (Ovorncad Lines) Continued (frsml (To) Hounlight Daub Le Ci.rcui.t Keir Leri Stil;;eU-llxford K,maos (UnclcJrQMuno lines) (From) (To) Leeds Roel arid Park 154 154 154 115 kv, 66 kit nnd :n kv linen located ln J-0ck~on, Cnrroll, Coss, Chariton, Clay, Ho;;ard, Lafayette, Platte and Saline Count.ii,,1 in His:iouri, ar.d Anderson, Douglas, fronklin, Johnson, Linn, Miami and Csagc C!Junt ieil in Kan3;.i,;.
                !iawthorn             Leeds /J7               15!:         1.}7 A - 75
A -78 10.69 t.)0 584.07 Subst.ntion No. Substotion llo. Substation No. Subst.ition No. ~::.talion f:O, Substlltion No. S11bstat.ion l,o. Suhutation 1/Q. Substation No. Subotatio11 No, SubsloUon
 
\'o. Subst;ition
Missouri (Overhead !..ines) (Continued}
~o, SubstaUorr
I.Fron)              ( Tu)
~lo. Subst11Uon
Tow*!t line         Blue Valley        154        .S1 Hawlhol"n             Ccusstcwr) 1115    154    5.14 Hawthorn             Northeast          154    7 ,43 River Crossin9       Ha.. thorll        1.54      .S4 River Crossicig      Northeast          1S4      .}6 Slut? Valley          Southto"'n          154  15.;9 Cor.m.in R/W         5outhto1<1n Ha"'thorn           Leeds 1110        154    11 .39 Southto*.;n         Loma Vista          154    }.64 Northeast           Grand A<:e.          tS4        .n Hawthorn            Nt>t*thea,;t 1117  154      5.S8 Le!!dS               Midto><n /JZ        1.54    2.;11 IP & L Co.           Blue Mills          1S4      .2}
~o. Substation No, Substaticn Ne. Sub51..lt.ion
Southtown ().C.     Kerm::dle            154      .11
~. S1Jbstation No. Substation No, Substation No. 5ubstat ion No. Substation No, Substation N'o. Subst nt ion No. Substotion No .. Subslat ion No. Substation N,"l. Substntion
: 0. C-. !-'ont.       Lorna Vista        154      .97 South town           Kenilworth          1$4    4.05 Northe:.ist         Greenwood          1S4      2.76 Com R/'r/ Hawt.     S0uthto1<n KernodLe JcL         Hl.ck:ma n Suo      154    2-62 Hayh'tlod           Nashua              154  11 .mi Com R/'rl Sou th. Sti11<oll Northeast           Grund Ave.          154        .21 Co"' 11./W Mont. Slilwell Com R/'11 Hant.     loll!lil Vists Montrose             Loma Vi.sta ,19    154  57.25 t,!ontrose           Lo:na Vista 011    154  57.29 Mont rose           StilwE!ll /1D      154  48.21}
~le. Substation.No.
Montrose             Stilwell fJ9        154  48,1S Southto"n           Stilwell            154    9,35 Southto..n           Stihrell D10        154    9.29 Hawthorn            Blue Valley 11~    154    1.71 Hawthol"n R/W       Ray Jct.
Substation No. Substation N;;>, Subut:atl.on No. Substation No. Substation No. S,;bstation No. Substat.ion No. Substation No. Sub slat.ion No. Substation No. Subst;ition No. SJJbst.at ion No. Sl!bstation No. Substation No. Substation No, Substation No. Substation No. Subs tat ion No, Subst;ition No. ElECTRIC SlJ!STATIONS A.Pl> SWITCfflNC STAltO?lS
tfawtnorn           Mo. City fJ9        1S ft 14.30 Mo. City            Salisbury          \54  90.23 Salisbury           l:orton            154  22.ze Norton               S". Waverly        154  21 ,5$
,1it" Base 9 Catehous!:
Northeast           3t. JosL-ph        154  47 .55 Montrose            Clinton            154  12.22 Ray Jct.             [>ecdsior S?t;i5. 154    J.os Hidtown              foC'cst            154    1.5z f'orest              Southtown          154    .l,24 Slue Hills          Sibley              154      .21 Claycorno            Gsshlan<l Jct,      154    6.45 Blue Valley         Araco              1:>4      .21 A::ir,co            Me-lt. Shop Jct. 154      ,J2 Satry                line Creek         154    4.19 A - 76
10 8it'1'>i.nghrim 11 Barry 12 Brookridgo 1> Sn01mee 14 Drexel Corne,s 15 Crond Ave. West 16 StH,.,-eH l7 N:wy is Leta 19 Polk Stt"eet 20 Dolton 21 l<cytcoville 22 Swtt2.cr 23 Southtov.n 24 CtosstoM'I 25 Glas90" 26 Blackburn
 
?.7 Avondale 28 S'rleet Springs 29 Lenexa 29T Lenexa J1 Forest 32 1"t. Leonard }J Centor Streat 34 Corder J5 Lo:na Visb J6 Orange Street 37 ,, Gardner ,a Oxford 40 Richland 41 01.ithe 4Z Brunswick
                ~                            'Joltaqe Length Missou,i (Unce rtiro,md Lines)
,\3 West Marshall 44 Atherton 4S !noiaM 46 Ct tal<O 47 Over lend Park 4S Tomahai<< 49 Wealherby 50 Kenll'rlorth 51 Morningside n Cl<1ycorno SJ Blue Valley 54 !\'ea 55 f'.iola 5Q Hic~an Southwest or Olatho, Johm,on Co., KS 900 North Olive, iansas City, Jackson Co., ~O 7th & Wabash, Bil'll!i"9ho.,i 1 Clay Co,, MO North Greenhillll
(F",om)                (To)
& H ff any ~rings Road, Platte C1:1., MO 10001 West 103rd Street, 0Yerlar.d Perk, Johnson Co., KS 12,01 West $1st Street, Sha,mee, Johnson Co., KS 69 Hwy. & Dre~el Road, D:exel, Hiami Co., KS 2nd & Grand; Kansas City, Jackson Co., HO 191st Street foot r,f l'.etcalf, Johnaon Co., KS 201 Hain Street, Kansas City, Jackson Co., MO U.S. Hwy. 2~ & KO Hwy. 1)9, Correll Co., HO Hul~erry & Polk Streets, Brunswick, Chariton Co., HO Walnut Street & Wnoaah R.R.R/W, Dalton, Chariton Cc., HO U.S. Hwy. 24 in Keytesville, Chariton Co., HO 9900 We;it 127th Slreet, Ovetland f>n~k, Johnson Co., i<S 8627 Troa:;t, Kanso:1 City, Jack:;on Co,, MO 1SQ1 Cherry, l<ansas City, Jackson Co., MO 2nd & Lafayette, Glasgow, roward Co., MO North or Bleckhurn, Soiine Co., HO }150 Well,;e~, North Kansas City, Clay Co,, MO Broadway & Oak Streets, s~eet Springs, Saline Cc,, HO 15730 West 95th Street, Lenexa, Johnson Co,, KS 16500 'rlest 95th Street, Lenexa, Jahn son Co., Y.S 1105 Eost 61st Street, Kansas City, Jackson, Co., MO !iwy. i27 Ea:it of Mt. Leonard, Salrnc Co., HO fourth & Center Street, Pleasanton, Linn Co., kS Hwy. 20 ~orth of Corder, Lafayette Co., MO 6620 &#xa3;ast 91st Street, Kansas City, Jack$0n Co., HO Orange & Chestnut Streets, Brunswick, Chariton Co., HO South of ltn'y. 56 West of Cordner, Johnson Co., KS 14540 Antioch Rood, Overl.ind f'llrk, Johnson Co., KS Northwest of Hwys. 169 &: 68, Mimi Co., KS 13Sth Street & Blockbob Road, Olathe, Johnson Co., KS U.S. Hwy. 24 West of Brunswick, Chariton Co., HU U.S. ff,...~*.
Leeds Line              Roeland Par;c*          f:54    4,08 Northeast              Grnnd Ave.               1;,4   1,J:i>
i4 & U.S. Hwy. 2a0, Notth of l'.arshaU, Saline Co., HO Atherton & Bundshu Roads, [ndcpendence, Jackson Co., HO 3J2i) East 22nd Street, Kansas City, Jeckson Co., MO l/, $, Hwy. 59 !r 1-35 1 South of Ottawa, frankl.in C<>,, KS 9$21 Wes~ 88th ~treet, Overland Pat~, Johnson Co., KS 910 Wesl 103rd Street, Kansas City, Jackson Co., HO Hwy. 45 & Graden Road, Plaile Cc., MO 4601 Wes: 9Dth Terr., Ovarland ?ark, Jchnson Co., KS 63rd & Ho~nlngside Orive, Kansas City, Jackson Co,, MO Ravena Roru:! & Wabash R.R.Rf~. Claycomo, Clay Co., HO 7801 East U.S. Kwy. 2~, Kansas City, Jacl<son Co., MO 2l5~h Street & ~otcalf, Johnson Co., KS U.S. Hwy. 169 South & West of Paola, l'lilltli Co., KS 1l5CO Gcandview Ro~d, Kansas City, Jackson Co,, HO A -79 S1.1b5teU0n No. >7 Cortney Substation Na, 58 Woodsweather Substation No. 59 Gillian Substation No. 60 Ch~riton Substation No. 61 Leeds StJhstation 1;0. 62 f'oplar Ridge Suh stat ion Na. 63 Limi Crcu!c Subst alien No. 64 N:;shua Subslali.on No. 6S Hartin City Substation No. 66 Martin City Substation No. 67 Lakeview Substation No. 6S Roeland Park Substation No. 69 Moonlight Subst al ion No. 71 Temp i'!and'o lph Sl:i>station No. 72 Craig Sub.stution Ne. 73 Ccntcn:-iial Substation No. 14 ~rthe:.st Substation No. 75 Hidtown SuhstoUO:-i No. Substation No. Suostation No. Sull<ltation No, Substation No. Substatinn Na. Substation
liavy                    Gt'and Ave,              154       .19 Guinotte                Crosstown                154 . 2,61 Grand Ave.               CrosstolriO              15A    1,94 Kansas {Overhead lines)
:./a. 76 Reck Creek 77 Spring Ridge 76 Gladstone 79 Bbe Hills 60 Creefoy Bl W.:;st Gt;rdnet 82 Mor Len Substation No. S} Salisbury Substation No. 64 Scuth Troost Su:lStation No, 85 Cypress so,station No. 96 Blue Springs Substation No. 67 Ca~pbell Sut>staUon No. 88 rraff.icway Su~station No, S9 Sugar Creek Su~station No, 9i SuDstation No. :12 Substation No. 9) Herrimn ,roost Crcenwood Suootation No. 94 No. Kansas City Sub$tation No, 95 r,btton SubSt at ion No
(f,oir.)                {To)
* 96 llm<t horn Substation No, 96 Hawthorn Substation No. 97 Welda Subs tatJ.on No. 98 Riverside Substation Na. 99 la Cygne Suhstalion Na, 100 Bowu~y Substat~on Na. 101 Stanley Substation No. 102 Overpass Substa~lon No. 10J East Ca~tollton Substation No. 104 Carrollton Substation Na. 105 Sand Creek Su~station No. 106 Edgerton Substation No. 107 Holly Street Substatlon No. 10S Centerville
Double Citcuit          (at;1n River Crossing    J/15     .40 St.ili.ell        ( 16)  Swi$svale                345  32.82 Stih,ell          (16)  Sibley                    J45    3.05 Stilwell          ( 16) La Cygne      (704)      345  )0,BJ Cl'aig            (72)  Iatan        {705)      345  57 .07 I.a Cy,;;ne (i04)        Craig        {n}       345  J9.99 Leeds                    Roehrnl Park            154      .17 Southto'ol!l            Keniiwod.h                1S4    4.15 K,milworth              Westbrook Jc:t.           154    3.14 Shawm:,c                Gree:-.wood              154    3.12 Cornir.o n t!/'ri        Shawnee fisher Jct.
* Pole Houn~ed Station (eat of Hwy. 291 an Saker Ro.ad, fadependenc-e, Ja;kson Co., HU 1201 Woods.,.eathe:
Maywood                Nashua                    15.!:  5.16 Comrr.on R/H            Southtown-Stilwcll Com,110 n R/11          Hontro~e-Stllwell Montrose                Stilwell                  15l1    J,26 Montrose                Stilwell                  15Ci    3.14 Southtown              StHwell                  154    7.05 Southtown              Stilwell                  154    6 .85 llroot.:ridgo          Westbrook Jct.           1511  1.79 Stilwoll                Oxford                    154   7.49 Stilwell                Paola                    154  22.92 Paola                  Marmaton                  154  51.JO Paola                  Ottawa                  154    21. 72 Merriam                Cre,mwood                154    4.44 Grucm1<1cd              Hidland                  15~    2.2:i Crc1:11wood            Haywood                  1$4    9 .95 Kenilworth              Lenexa                    154  11.n Craig                  lef'\exa                154      .?.2 Craig                  Olathe                  154    6.02 Crait,1                Greenwood                154    3.98 Double Circuit          Craig Creen.,,ood        154      .11 Double Circuit          Craig Lenexa            154     ,.73 Olathe                  Hue Len                  1S4     4.51 s ..nzer                Brookridge              154     2.74 Swltzec                Olathe                    154    4,01 Oo1.1ble Ciretiit      Switz-Brkrd9-0lathe      lS4      .22 Oxford                  Olathe                  tS4    3.07 Westbrook Jct.         Ovedand Pllrk            154      .27 Ov!l daoo Park          floeland Park            154    '}',2}
P.oad, Kan,;as City, Jackson Co., HO fiw:r. Z50 Eest or Gillia:,, Saline Co., MO U.S. Hwy. 24 ',(est of' 5~1isbury, Chariton Co., !<O 4210 P..iyto .. n Road, K~nsas City, Jackson Co. , KO Poplar Ridge & South City limi~s of Paola, Hiar.ii Co., KS }811} Northwest 64th Street, Kansas CHy, Clay Co., MO Northwe;:;t 132nd Street & tlwy. 169, Clay Co., MO HarHn City Road & Worn~!l Road, Ka!"l$&S City, Jackson Co., 1}i01 Wyandotte, Kansas City, Jackson Co., KO Old Hwy, 69 South of Lor.risbur;, Miami Co., KS 4702 floe Bculevar-d, Roeland Park, Jo~nson Co., i(S 17508 Moonlight
A - 17
!load, Ga,dner, Johnson Co., KS 7400 East EH rr:iin,:;ham Rotd, Kanm;s City, Clay Co., t-0 10859 Woodland Road, Johnson Ca., KS Poplar Road & Centennial Road, Paola, Mi.uni Co., KS 900 North OHve, l{.ans3s City, Jacksori Co., HO 1223 East 48th Street, Kansas City, Jackson Co., t,(l Hwy. 59 South of Ottawa, franklin Co,, KS h'est of Hwy. 7 South of Paola, Miami Co., KS 2i01 E:ast 7Znd Sttaet No~th, Gladstone, Clay Co., MO. Courtney-Attie;;ton t,. Gld Atherton Roads, Jackson Co., r-0 Hwy. 169 West of Gceeley, Anderson Co., KS 18827 Oi.H!! Road S01.1thwe-st of Carcroer, Johnson Co., KS 15900 West ~59th Street, Olathe, Johnson Ca., KS U.S. Hwy. 24 & Hwy. 5, Salisbury, Chariton Co., r,o 7643 Troost Avenue, Kansas City, Jacksori Co., HO 4SOO ind~pendence Avenue, Kansas City, Jacks..~n Co., !'O Hwy. 7 & Truman Road, Xa:-:sas City, Jackson Co., t1) 824 East 18th Street, Karisas City, .laok,ron Co. , KJ 640 West :S9th Street, Kansas City, J.,ckson Co., 1-C Short Street West of Ste~ling, Sugae C!'eek, Jackson Co., l'IJ 6412 Carte~ Street, Merriam, Johoson Co., KS )7)7 Troost, Karroas Ci:y, Jackson Co,, HO 65th & Lackman Road, Shawnee, Johnson co., KS 840 Swlft Stt'eet, Na:-th Kansas Ci.ty, Clay Co., !-0 Route O Northea,:it of Marsholl, Sallne Co,, HO 8700 Hawtr.orn Road, Kansa:l City, J(lcksun Co,, HO ( TRANS) 8700 Hawthorn Road, Kansas City, Jac~son Ca., 1-i(} {OIST) Hwy. 59 East of Carnett, Ande~son Co., KS Tillison lane & C83:-Q A/W, Riverside, Platte Co., Kl !:'.ast of La Cygu,, Linn Co., KS U.S. H,ty. 24 & Hwy. 65 North of' Waverly, Cat>rnU Co., 1-0
 
* U.S. Hwy, 69 & 159th Street, Johnson C'o. , KS Pearl Avenue & Wallace Perk Drive, Paola, Misni Co,, KS U.S. Hwy. 24 [sst of Ca~rollton, Carroll Co., ~O flortheast of Canollton, Carroll Co., HO Northwest or Ottar1a, frar:klfa Co., KS U.S. Hwy. 56 ~est of Edgerton, Johnson Co., KS S09 Ea.,;t 9th St reel, Pleasanton, Linn Co, , KS West of Centerville, linn Co., KS A -ao Substation No. 109 Moss Crock Substatl.on Na, 110 Higginsville Substation No. 112 Montro::ie Suostation No. 116 Soga rd Su!lst at ion No. 122 Waverly Suhstation No. 127 South Waverly Substat.lan No. 144 Cuinott e Term. Substation No. 146 Brush Creek Term. Substation No. 147 Cherry 'ferm. Substation Ne. 148 Roe Term. S1Jbstation rfo. 158 Melt Shop No .2 Subst.itian No. 159 Armco Sut:>3tation tk. 174 Washburn Sub,:; tat ion Ne. 471 Par!<er Suo,:;tation No. 472 8aldwi.n Substation No, 47; Spring Ridge Reg. Substation No. 476 ?rescott Subs tat ion No. 477 fl,3nso.1tvil
Konnas (Ovorncad Lines) Continued (frsml                    (To)
!e Substatfon No. 47B Hi Chi gan Vall ey Substation No. 479 Mound City Si:bstation No, 480 Wellsville Substation No. 481 Groel(!y Reg. Substation No. 492 Chilc8 Substation No. 464 Grassland Substation No. 489 Louisburg Sub,;tation No. 495 Bugle !rubs tat ion No. 497 Six Hilo Substation No. 540 ~b J Substatfon No. 702 Newell Subs tat ion No. 70} Mayview Substation No. 704 La Cygne St;,Uon Si,Jmtation Na. 705 Iatan St!lt ion S*Jbstatfon Na. 706 .Wolf Creek Statiofl Subetat ioo No. 734 Helt Shop No.1 Substation No. ns U.S. Ci:11 d Sto:cage Substation N:>. 7J6 Contfoental Substation No. 739 6ur9e Ice ~.vice Subs!ation No, 756 Huohlebach Substation No. 757 Midland Sut>station No. 762 Plaza Substation No. 76J U';itown Suba tat ion No. 764 Stac SubstaUon No. 769 Royal Towe: Apt. Subs tat ion No. 771 Nelson Substation No. 7i3 Stuart HaU Substation No. 915 Gra11d Ave. Substation No.1222 Service Pipe Line Substation  
Hounlight                Keir Leri            154 10.69 Daub Le Ci.rcui.t        Stil;;eU-llxford    154   t.)0 K,maos (UnclcJrQMuno lines)
~o.1284 Slater Power Plant Subst::itfon  
(From)                    (To)
~o, 1319 Elllndix $ubstaticn No.1440 /Jmoco Pipe Line Co. Substation No.158} City of Salisb*Jry
Leeds                    Roel arid Park      154 115 kv, 66 kit nnd      :n kv linen located ln J-0ck~on, Cnrroll, Coss, Chariton, Clay, Ho;;ard, Lafayette, Platte and Saline Count.ii,,1 in His:iouri, ar.d Anderson, Douglas, fronklin, Johnson, Linn, Miami and Csagc C!Junt ieil in Kan3;.i,;.                         584.07 A - 78
* Pole P.ounted Ststion Hwy. 10 West of Wnbash Junction, Carroll Co., p.,;() 29th & S~eloy, Higginsville, Lafayette Co., p.,;() Montrose, Henry Co., MO U.S. Hwy. 65 Notth of Cl:ltrollton, Carroll Co., l1l 206 Jef'f!HSOO St~e&#xa3;t, Wavsdy, Laf"ayette Co., HO 4 Hiles Scuth of Waverly, Lafayette Co., HO 2014 Cuinotte, Kansas City, Jackson Co., 1-ll 40;0 Brush Creek Parkway, Kansas City, Jackson Co., HO 60) Cast 1st Street, Kansas City, Jackson Co., HO 4706 E'ontana Street, Roelim:i Park, Johnson Co., KS KC T~rminal RR Blue River Yards, Kan.sas City, Jackson Co., MO 7601 U.S. Hwy. 24, Kanaas City, Jac~son Co., HO 2917 Guinctte, Kansas Cit)', Jllckson Co., KO 2 Miles West of Cadmun, LiJ:n Co., KS South cf Saldwin, Oougla5 Co., KS 4 Mil.es South of Preirnonvl.lls, Kiai:ii Co. , KS U.5. Hwy. 69 & Walnut, Prescott, Linn Co., KS* U.S. Hwy. 50 at Ranscr:wille, franklin Co,, 1<5 2 Miles Seuth of Michigan VaLl.ey, 0:lagc Co., KS 4th & Hemlock, Mound City, Linn Co., KS Hwy, 3} ~'orth of !-35, Wellsville, f'rnnl<Hn Co., KS U.S. Hwy. 169 Southwest of G~eelcy, Andct~on Co., KS U.S. Hwy. 69 & Clcveland-Qiiles Road, Miallli Co., KS 191st Stre1:t East cf Metcalf, Johnson Co., KS U,5, Hl'ly. 69 North of Louisburg, ltiami Co., KS 1 Hile Northeast of Beagle, Hiami Co., KS Hwy, 6S 6 Hiles West of Quenemo, Osege Co., KS 4000 East ~3rd Street, Kansas City, Jackson Cc., HO Hwy. 20 'ne:3t of Marshall, Saline Co,, MO Co. Road fF West. of Kwy. *13, Lafayette Co., MJ La Cygne Plant 5itc, lino Co., KS Iatan Plant Site, Platte Co., HO P. 0. Box ;09 1 8urlington, Coffey Co., KS Pole U,B Ha~thorne-Alue Valley PS.line* 5aa East Jrd St,eet, Kansas City, Jackson Co., 1'.CI 106 Wast 11th Street, Karsas City, Jackson Co.,~.() 2027 CampoeH, Kansos City, Jackson Co,, 1-10 1204 Baltir,;,ore, Kansas City, Jackson Co,, Ml 1229 Ho.in Street, Kan$as City, Jac!<son Co,, HJ 4704 Wyarn:otte, Kal'\Sas City, Jackson Co., MO '.l700 Broadway, Kens as City, Jackson Co. , HO 1719 Grao:l, Kansaa City, Jackson Co., MO 901 McGee, Kansas City, Jackson Co., ~.O 4>25 Oak, Kansas City, Jackson Co,, HO 21J1 Central, Kansss Ctty, Jackson Co., f,tJ 2nd & Grand, Kar.sas City, Jackson Co., t-.0 Southwest of Centerville, Linn Co., KS front & Walnut Stteet, Slater, Solino Co., MO 1200 East Bannister, Kansas City, Jackson Co., Mo U.S. H;,y. 65 & Af&SF' RR tt/1,', Carrollton, Coss Co., r-iO tst Street & Wabash RR, Sali~bury, Chariton Co., ~O !\ -61 El.ECfRlC 0ISTR1i3l..lflc.l SYSTEMS Th~ electric dist,~butioo systems of tM Company located in and r1car the municipalities li steo below: Hunicie>:11 if;)'. Co1.1nty J(anaas City Jeckoon Missouri film, Spt1f1gS Jackson Hisscuri Grandview Jackson Hissouri Intle,:,enclonce Jatks~n Ml.sisouri.
 
Raytown Joc:koon Miss1nJri Sugar: Cr.,ek Juc:kson Hissouri Cleveland Cass Missouri Belton Cass Missouri Westline Cass Hinoou.ri Kans as City Clay Missouri Avoncale Clay Hlssoul'i Birmingham Clay Hissou,i.
ElECTRIC SlJ!STATIONS A.Pl> SWITCfflNC STAltO?lS Subst.ntion  No.        ,1it" Base                Southwest or Olatho, Johm,on Co., KS Substotion    llo. 9 Catehous!:                900 North Olive, iansas City, Jackson Co., ~O Substation    No. 10  8it'1'>i.nghrim          7th & Wabash, Bil'll!i"9ho.,i 1 Clay Co,, MO Subst.ition  No. 11  Barry                    North Greenhillll & H ff any ~rings Road, Platte C1:1., MO
Claycomo Cloy Hisaou:-i f'lardolph Clay Hissou::-i.
~::.talion  f:O,   12  Brookridgo                10001 West 103rd Street, 0Yerlar.d Perk, Johnson Co., KS Substlltion  No. 1> Sn01mee                    12,01 West $1st Street, Sha,mee, Johnson Co., KS S11bstat.ion l,o. 14 Drexel Corne,s            69 Hwy. & Dre~el Road, D:exel, Hiami Co., KS Suhutation  1/Q. 15 Crond Ave. West            2nd & Grand; Kansas City, Jackson Co., HO Substation No.       16 StH,.,-eH                  191st Street foot r,f l'.etcalf, Johnaon Co., KS Subotatio11 No,     l7  N:wy                      201 Hain Street, Kansas City, Jackson Co., MO SubsloUon    \'o. is Leta                        U.S. Hwy. 2~ & KO Hwy. 1)9, Correll Co., HO Subst;ition  ~o,   19  Polk Stt"eet            Hul~erry & Polk Streets, Brunswick, Chariton Co., HO SubstaUorr    ~lo. 20  Dolton                  Walnut Street & Wnoaah R.R.R/W, Dalton, Chariton Cc., HO Subst11Uon    ~o. 21  l<cytcoville              U.S. Hwy. 24 in Keytesville, Chariton Co., HO Substation No,      22  Swtt2.cr                9900 We;it 127th Slreet, Ovetland f>n~k, Johnson Co., i<S Substaticn Ne.       23  Southtov.n                8627 Troa:;t, Kanso:1 City, Jack:;on Co,, MO Sub51..lt.ion ~. 24  CtosstoM'I                1SQ1 Cherry, l<ansas City, Jackson Co., MO S1Jbstation No.     25  Glas90"                  2nd & Lafayette, Glasgow, roward Co., MO Substation No,       26  Blackburn                North or Bleckhurn, Soiine Co., HO Substation No.       ?.7  Avondale                  }150 Well,;e~, North Kansas City, Clay Co,, MO 5ubstat ion No. 28   S'rleet Springs         Broadway & Oak Streets, s~eet Springs, Saline Cc,, HO Substation No,       29 Lenexa                      15730 West 95th Street, Lenexa, Johnson Co,, KS Substation    N'o. 29T Lenexa                    16500 'rlest 95th Street, Lenexa, Jahn son Co., Y.S Subst nt ion  No. J1    Forest                  1105 Eost 61st Street, Kansas City, Jackson, Co., MO Substotion    No .. 32    1"t. Leonard            !iwy. i27 Ea:it of Mt. Leonard, Salrnc Co., HO Subslat ion  No.  }J    Centor Streat            fourth & Center Street, Pleasanton, Linn Co., kS Substation    N,"l. 34    Corder                  Hwy. 20 ~orth of Corder, Lafayette Co., MO Substntion ~le. J5    Lo:na Visb              6620 &#xa3;ast 91st Street, Kansas City, Jack$0n Co., HO Substation.No.     J6    Orange Street            Orange &Chestnut Streets, Brunswick, Chariton Co., HO Substation No.     37 ,, Gardner                  South of ltn'y. 56 West of Cordner, Johnson Co., KS Substation N;;>,     ,a  Oxford                  14540 Antioch Rood, Overl.ind f'llrk, Johnson Co., KS Subut:atl.on No. 40    Richland                Northwest of Hwys. 169 &: 68, Mimi Co., KS Substation No.      41    01.ithe                  13Sth Street & Blockbob Road, Olathe, Johnson Co., KS Substation No.     4Z    Brunswick                U.S. Hwy. 24 West of Brunswick, Chariton Co., HU S,;bstation No.    ,\3  West Marshall            U.S. ff,...~*. i4 & U.S. Hwy. 2a0, Notth of l'.arshaU, Saline Co., HO Substat.ion No. 44    Atherton                Atherton & Bundshu Roads, [ndcpendence, Jackson Co., HO Substation No.      4S    !noiaM                  3J2i) East 22nd Street, Kansas City, Jeckson Co., MO Sub slat.ion No. 46    Ct tal<O                l/, $, Hwy. 59 !r 1-35 1 South of Ottawa, frankl.in C<>,, KS Substation No.      47    Over lend Park          9$21 Wes~ 88th ~treet, Overland Pat~, Johnson Co., KS Subst;ition  No. 4S    Tomahai<<                910 Wesl 103rd Street, Kansas City, Jackson Co., HO SJJbst.at ion No. 49 Wealherby                  Hwy. 45 & Graden Road, Plaile Cc., MO Sl!bstation  No. 50 Kenll'rlorth                4601 Wes: 9Dth Terr., Ovarland ?ark, Jchnson Co., KS Substation    No. 51 Morningside                63rd & Ho~nlngside Orive, Kansas City, Jackson Co,, MO Substation    No,   n    Cl<1ycorno              Ravena Roru:! & Wabash R.R.Rf~. Claycomo, Clay Co., HO Substation    No. SJ    Blue Valley              7801 East U.S. Kwy. 2~, Kansas City, Jacl<son Co., MO Substation    No. 54 !\'ea                      2l5~h Street & ~otcalf, Johnson Co., KS Subs tat ion  No,   55 f'.iola                    U.S. Hwy. 169 South &West of Paola, l'lilltli Co., KS Subst;ition  No. 5Q    Hic~an                  1l5CO Gcandview Ro~d, Kansas City, Jackson Co,, HO A - 79
(;lads tone Clay Missoud Liberty Chy Missouri r{orth Kansas Cit)' Chy Hi:rnoud Oaks Clay Hb:ieouri Oak,rood Chy Hioso1Jd O.akvi,;*~
 
Clay Misuou::i Oak,rood Mano~ Clay Mitrnouei Oakwood Park Chy Missouri ? leasant Valley Chy Missouri Hontrose Hellry Missouri Ho1.:e.ton Lake Platte Missouri !<ansas City Platte Hiasaud ~rthmoor Platte Missouri Parkville
S1.1b5teU0n No.    >7  Cortney            (eat of Hwy. 291 an Saker Ro.ad, fadependenc-e, Ja;kson Co., HU Substation Na, 58 Woodsweather            1201 Woods.,.eathe: P.oad, Kan,;as City, Jackson Co., HO Substation No. 59 Gillian                fiw:r. Z50 Eest or Gillia:,, Saline Co., MO Substation No. 60  Ch~riton          U.S. Hwy. 24 ',(est of' 5~1isbury, Chariton Co., !<O Substation No. 61  Leeds              4210 P..iyto .. n Road, K~nsas City, Jackson Co. , KO StJhstation 1;0. 62  f'oplar Ridge      Poplar Ridge & South City limi~s of Paola, Hiar.ii Co., KS Suh stat ion Na. 63  Limi Crcu!c        }811} Northwest 64th Street, Kansas CHy, Clay Co., MO Subst alien No. 64  N:;shua            Northwe;:;t 132nd Street & tlwy. 169, Clay Co., MO Subslali.on No. 6S  Hartin City        HarHn City Road & Worn~!l Road, Ka!"l$&S City, Jackson Co., ~
?latte Missouri Pbtte 'Woods Platte Hi~souri Riverside Platte His::rcud.
Substation No. 66  Martin City        1}i01 Wyandotte, Kansas City, Jackson Co., KO Substation No. 67  Lakeview          Old Hwy, 69 South of Lor.risbur;, Miami Co., KS Substation No. 6S  Roeland Park      4702 floe Bculevar-d, Roeland Park, Jo~nson Co., i(S Substation No. 69  Moonlight          17508 Moonlight !load, Ga,dner, Johnson Co., KS Subst al ion No. 71  Temp i'!and'o lph  7400 East EH rr:iin,:;ham Rotd, Kanm;s City, Clay Co., t-0 Sl:i>station No. 72   Craig             10859 Woodland Road, Johnson Ca., KS Sub.stution Ne. 73 Ccntcn:-iial       Poplar Road & Centennial Road, Paola, Mi.uni Co., KS Substation No. 14   ~rthe:.st         900 North OHve, l{.ans3s City, Jacksori Co., HO Substation No. 75 Hidtown             1223 East 48th Street, Kansas City, Jackson Co.,      t,(l SuhstoUO:-i No. 76  Reck Creek        Hwy. 59 South of Ottawa, franklin Co,, KS Substation No. 77  Spring Ridge      h'est of Hwy. 7 South of Paola, Miami Co., KS Suostation No. 76   Gladstone          2i01 E:ast 7Znd Sttaet No~th, Gladstone, Clay Co., MO.
W.ruli:omis
Sull<ltation No,    79 Bbe Hills           Courtney-Attie;;ton t,. Gld Atherton Roads, Jackson Co., r-0 Substation No. 60  Creefoy            Hwy. 169 West of Gceeley, Anderson Co., KS Substatinn Na. Bl  W.:;st Gt;rdnet    18827 Oi.H!! Road S01.1thwe-st of Carcroer, Johnson Co., KS Substation :./a. 82 Mor Len              15900 West ~59th Street, Olathe, Johnson Ca., KS Substation No. S}  Salisbury          U.S. Hwy. 24 & Hwy. 5, Salisbury, Chariton Co., r,o Substation No. 64 Scuth Troost        7643 Troost Avenue, Kansas City, Jacksori Co., HO Su:lStation No, 85 Cypress                4SOO ind~pendence Avenue, Kansas City, Jacks..~n Co., !'O so,station No. 96 Blue Springs            Hwy. 7 & Truman Road, Xa:-:sas City, Jackson Co., t1)
!'latte Missouri Weatherby L!lke Platte Hissouri Bogard C;.1rroll Hisnouri Bosworth ca~::-oll 1-tisl>Curi Carrollton Carroll Missoui;i Dewitt Carrel i Missouri.
Substation No. 67 Ca~pbell                824 East 18th Street, Karisas City, .laok,ron Co. , KJ Sut>staUon No. 88 rraff.icway            640 West :S9th Street, Kansas City, J.,ckson Co., 1-C Su~station No, S9 Sugar Creek            Short Street West of Ste~ling, Sugae C!'eek, Jackson Co., l'IJ Su~station No, 9i Herrimn                  6412 Carte~ Street, Merriam, Johoson Co., KS SuDstation No. :12 ,roost                  )7)7 Troost, Karroas Ci:y, Jackson Co,, HO Substation No. 9) Crcenwood                65th & Lackman Road, Shawnee, Johnson co., KS Suootation No. 94 No. Kansas City        840 Swlft Stt'eet, Na:-th Kansas Ci.ty, Clay Co., !-0 Sub$tation No, 95 r,btton                Route O Northea,:it of Marsholl, Sallne Co,, HO SubSt at ion No
Hna Csrroll Missouri W/s\kenda Carroll Missouri Brunswick Chuiton Missouri Dalton Chad ton Missouri Gl~;il9CW Chad ton Mhsoud A -82 Hunicipali ty County Keytes\/Hle O,a,iton Missouri MendOl"I Chari ton Missouri Salisbury C1'aciton Mis!loud Sumer Chari ton Missouri Tdplett Chad ton 'Missouri Glasgo"' Hoi.ard Hissoud Armstrong Latayette Hissou.i Al/Ila lafnyette Missouri Aul.,,illc Lafayette Misaouri Corder Lafayette Missoud Higginsville Lafayette Missouri Hoyvie>1 Lafayette Missouri Erornn Lafeyctte Missouri Waverly Lafayt\!;!;c Missouri Blackburn Lafayette Hlssoud Houstonia Pettis Missouri Arro~ /lock Sal.in11 ,"1issouri Blacl<burn Salj.ne Hbsouri. !:mr.1a Saline Missouri Gilliam Saline Missouri Grand ?ass Sill ine Hisnouti Malto Bcoo Saline Missouri Harshall Saline Missouri Hiami Saline Missouri I-bunt Leonard Saline Kissour.i.
* 96  llm<t horn        8700 Hawtr.orn Road, Kansa:l City, J(lcksun Co,, HO ( TRANS)
Sweet S;:,riogs Saline Missouri Count ry s ide JohnMn Kansas tdq!ltton Johnson Kansas f'alr~ay .xihnson ifon$8S Gardfi.,r Jchnson Kansas LCflWOOd J:ihnson i<ansas Lenexa Johosgn Kansas Herrinm J:lhnson Kans a:; Mission Johnson Kansas Hission flills Johnson Kans,is Mission Hoods JohnSQn Kansas Olathe Johnson Kansas G11er lane Puk Johnson K~nsas Prairie Village Johnson Kansas Quivira Lake Johnson Kansas Roe la nc; !>ark Johntn:m Karrsas Shawnee Johnoon Kansas Springhill Johnson Kansas Stanley Johnson Knnsas Westwood Joonsort Kansas Westwood Hills Johnson Kansas Bonner Springs 'N'yandotte Kansas ,\ -8} 
Substation No, 96      Hawthorn          8700 Hawthorn Road, Kansas City, Jac~son Ca., 1-i(} {OIST)
* < ' '' / . ,,:,., :*,* *.' FIFTH SUPPLEMENTAL INDENTURE
Substation No. 97      Welda              Hwy. 59 East of Carnett, Ande~son Co., KS Subs tatJ.on No. 98    Riverside          Tillison lane & C83:-Q A/W, Riverside, Platte Co., Kl Substation    Na. 99  la Cygne          !:'.ast of La Cygu,, Linn Co., KS Suhstalion    Na, 100 Bowu~y              U.S. H,ty. 24 & Hwy. 65 North of' Waverly, Cat>rnU Co., 1-0
; ' . ' . . l<JiNSAS CITY 'POWER'& UGI-IT' COMPANY .. UNITED :;.ussouR,r BANk, N :A .. * ' . . . . . DATED' AS* Of SEPTEMB&#xa3;i l',' l~Z-'" ... C.REATING -A .MORTGAGE BONO : -SER'IES 1992 . ., . . "' SUPPLEMENTAL'.
* Substat~on    Na. 101 Stanley            U.S. Hwy, 69 & 159th Street, Johnson C'o. , KS Substation    No. 102 Overpass            Pearl Avenue      & Wallace Perk Drive, Paola, Misni Co,, KS Substa~lon    No. 10J East Ca~tollton    U.S. Hwy. 24     [sst of Ca~rollton, Carroll Co., ~O Substation No. 104 Carrollton          flortheast of    Canollton, Carroll Co., HO Substation Na. 105 Sand Creek          Northwest or      Ottar1a, frar:klfa Co., KS Su~station No. 106 Edgerton              U.S. Hwy. 56 ~est of Edgerton,       Johnson Co., KS Substation No. 107 Holly Street           S09 Ea.,;t 9th St reel, Pleasanton, Linn Co, , KS Substatlon No. 10S Centerville            West of Centerville, linn Co., KS
TO .-GENERAL MORTGAGE hWTURE AND ' ' : 'DEED OF TRUST DATED: AS):J{ *DtCEMBBI i,-1986** -'. . ' '. ' ,4 * . ,* . "' ', ': .. ,.: .. . ~". ',', > ! *** * '
* Pole Houn~ed Station A - ao
t FIFTH SUPPLEMENTAL INDENTURE, dated as of September 1, 1992, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation (11 Company"), and UNITED MISSOURI BANK, N.A. (former1y United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee")
 
under the Indenture hereinafter mentioned.
Substation    No. 109 Moss Crock              Hwy. 10 West of Wnbash Junction, Carroll Co., p.,;()
WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a General Mortgage Indenture and Deed of Trust ("Indenture").
Substatl.on    Na, 110  Higginsville          29th & S~eloy, Higginsville, Lafayette Co., p.,;()
dated as of December 1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, un1 imited in aggregate principal amount except as therein otherwise provided.
Substation    No. 112  Montro::ie            Montrose, Henry Co., MO Suostation    No. 116  Soga rd              U.S. Hwy. 65 Notth of Cl:ltrollton, Carroll Co., l1l Su!lst at ion  No. 122  Waverly              206 Jef'f!HSOO St~e&#xa3;t, Wavsdy, Laf"ayette Co., HO Suhstation    No. 127  South Waverly        4 Hiles Scuth of Waverly, Lafayette Co., HO Substat.lan    No. 144  Cuinott e Term.      2014 Cuinotte, Kansas City, Jackson Co., 1-ll Substation    No. 146 Brush Creek Term.       40;0 Brush Creek Parkway, Kansas City, Jackson Co., HO Substation    No. 147  Cherry 'ferm.         60) Cast 1st Street, Kansas City, Jackson Co., HO Substation    Ne. 148  Roe Term.             4706 E'ontana Street, Roelim:i Park, Johnson Co., KS S1Jbstation    rfo. 158 Melt Shop No .2        KC T~rminal RR Blue River Yards, Kan.sas City, Jackson Co., MO Subst.itian    No. 159  Armco                  7601 U.S. Hwy. 24, Kanaas City, Jac~son Co., HO Sut:>3tation  tk. 174  Washburn              2917 Guinctte, Kansas Cit)', Jllckson Co., KO Sub,:; tat ion Ne. 471  Par!<er              2 Miles West of Cadmun, LiJ:n Co., KS Suo,:;tation No. 472    8aldwi.n              South cf Saldwin, Oougla5 Co., KS Substation No, 47;      Spring Ridge Reg. 4 Mil.es South of Preirnonvl.lls, Kiai:ii Co. , KS Substation No. 476      ?rescott              U.5. Hwy. 69 & Walnut, Prescott, Linn Co., KS*
Subs tat ion No. 477    fl,3nso.1tvil !e      U.S. Hwy. 50 at Ranscr:wille, franklin Co,, 1<5 Substatfon No. 47B      Hi Chi gan Vall ey    2 Miles Seuth of Michigan VaLl.ey, 0:lagc Co., KS Substation No. 479      Mound City            4th & Hemlock, Mound City, Linn Co., KS Si:bstation No, 480      Wellsville            Hwy, 3} ~'orth of !-35, Wellsville, f'rnnl<Hn Co., KS Substation No. 481      Groel(!y Reg.        U.S. Hwy. 169 Southwest of G~eelcy, Andct~on Co., KS Substation No. 492      Chilc8                U.S. Hwy. 69 & Clcveland-Qiiles Road, Miallli Co., KS Substation No. 464       Grassland             191st Stre1:t East cf Metcalf, Johnson Co., KS Substation No. 489     Louisburg             U,5, Hl'ly. 69 North of Louisburg, ltiami Co., KS Sub,;tation No. 495     Bugle                 1 Hile Northeast of Beagle, Hiami Co., KS
!rubs tat ion No. 497   Six Hilo             Hwy, 6S 6 Hiles West of Quenemo, Osege Co., KS Substation No. 540       ~b J                 4000 East ~3rd Street, Kansas City, Jackson Cc., HO Substatfon No. 702       Newell               Hwy. 20 'ne:3t of Marshall, Saline Co,, MO Subs tat ion No. 70}     Mayview               Co. Road fF West. of Kwy. *13, Lafayette Co., MJ Substation No. 704       La Cygne St;,Uon     La Cygne Plant 5itc, lino Co., KS Si,Jmtation Na. 705     Iatan St!lt ion       Iatan Plant Site, Platte Co., HO S*Jbstatfon Na. 706     .Wolf Creek Statiofl P. 0. Box ;09 1 8urlington, Coffey Co., KS Subetat ioo No. 734     Helt Shop No.1       Pole U,B Ha~thorne-Alue Valley PS.line*
Substation No. ns       U.S. Ci:11 d Sto:cage 5aa East Jrd St,eet, Kansas City, Jackson Co., 1'.CI Substation N:>. 7J6     Contfoental           106 Wast 11th Street, Karsas City, Jackson Co.,~.()
Substation No. 739       6ur9e Ice ~.vice     2027 CampoeH, Kansos City, Jackson Co,, 1-10 Subs!ation No, 756       Huohlebach           1204 Baltir,;,ore, Kansas City, Jackson Co,, Ml Substation No. 757       Midland               1229 Ho.in Street, Kan$as City, Jac!<son Co,, HJ Sut>station No. 762     Plaza                 4704 Wyarn:otte, Kal'\Sas City, Jackson Co., MO Substation No. 76J      U';itown             '.l700 Broadway, Kens as City, Jackson Co. , HO Suba tat ion No. 764     Stac                 1719 Grao:l, Kansaa City, Jackson Co., MO SubstaUon No. 769       Royal Towe: Apt.     901 McGee, Kansas City, Jackson Co., ~.O Subs tat ion No. 771   Nelson               4>25 Oak, Kansas City, Jackson Co,, HO Substation No. 7i3       Stuart HaU           21J1 Central, Kansss Ctty, Jackson Co., f,tJ Substation No. 915     Gra11d Ave.           2nd & Grand, Kar.sas City, Jackson Co., t-.0 Substation No.1222      Service Pipe Line     Southwest of Centerville, Linn Co., KS Substation ~o.1284       Slater Power Plant front & Walnut Stteet, Slater, Solino Co., MO Subst::itfon ~o, 1319 Elllndix                 1200 East Bannister, Kansas City, Jackson Co., Mo
$ubstaticn No.1440 /Jmoco Pipe Line Co. U.S. H;,y. 65 & Af&SF' RR tt/1,', Carrollton, Coss Co., r-iO Substation No.158} City of Salisb*Jry         tst Street &Wabash RR, Sali~bury, Chariton Co., ~O
* Pole P.ounted Ststion
                                                    !\ - 61
 
El.ECfRlC 0ISTR1i3l..lflc.l SYSTEMS Th~ electric dist,~butioo          systems    of  tM    Company  located    in and r1car the municipalities li steo below:
Hunicie>:11 if;)'.               Co1.1nty              ~
J(anaas  City                  Jeckoon              Missouri film, Spt1f1gS                  Jackson              Hisscuri Grandview                      Jackson              Hissouri Intle,:,enclonce                Jatks~n              Ml.sisouri.
Raytown                        Joc:koon              Miss1nJri Sugar: Cr.,ek                  Juc:kson              Hissouri Cleveland                      Cass                  Missouri Belton                          Cass                  Missouri Westline                        Cass                  Hinoou.ri Kans as City                   Clay                  Missouri Avoncale                        Clay                  Hlssoul'i Birmingham                      Clay                  Hissou,i.
Claycomo                        Cloy                  Hisaou:-i f'lardolph                      Clay                  Hissou::-i.
(;lads tone                    Clay                  Missoud Liberty                        Chy                  Missouri r{orth Kansas Cit)'            Chy                  Hi:rnoud Oaks                            Clay                  Hb:ieouri Oak,rood                        Chy                  Hioso1Jd O.akvi,;*~                      Clay                  Misuou::i Oak,rood Mano~                 Clay                  Mitrnouei Oakwood Park                    Chy                  Missouri
                  ? leasant Valley                Chy                  Missouri Hontrose                        Hellry                Missouri Ho1.:e.ton Lake                Platte                Missouri
                  !<ansas City                    Platte                Hiasaud
                  ~rthmoor                        Platte                Missouri Parkville                      ?latte                Missouri Pbtte 'Woods                  Platte                Hi~souri Riverside                      Platte              His::rcud.
W.ruli:omis                    !'latte              Missouri Weatherby L!lke                Platte                Hissouri Bogard                        C;.1rroll            Hisnouri Bosworth                      ca~::-oll            1-tisl>Curi Carrollton                    Carroll              Missoui;i Dewitt                        Carrel i              Missouri.
Hna                            Csrroll              Missouri W/s\kenda                      Carroll              Missouri Brunswick                      Chuiton              Missouri Dalton                        Chad ton              Missouri Gl~;il9CW                      Chad ton              Mhsoud A - 82
 
Hunicipali ty        County          ~
Keytes\/Hle          O,a,iton      Missouri MendOl"I              Chari ton    Missouri Salisbury            C1'aciton    Mis!loud Sumer                Chari ton    Missouri Tdplett              Chad ton    'Missouri Glasgo"'              Hoi.ard      Hissoud Armstrong            Latayette    Hissou.i Al/Ila                lafnyette    Missouri Aul.,,illc            Lafayette    Misaouri Corder                Lafayette    Missoud Higginsville          Lafayette    Missouri Hoyvie>1              Lafayette    Missouri Erornn                Lafeyctte    Missouri Waverly              Lafayt\!;!;c  Missouri Blackburn            Lafayette    Hlssoud Houstonia            Pettis        Missouri Arro~ /lock          Sal.in11      ,"1issouri Blacl<burn            Salj.ne      Hbsouri.
!:mr.1a              Saline        Missouri Gilliam              Saline        Missouri Grand ?ass            Sill ine    Hisnouti Malto Bcoo            Saline      Missouri Harshall              Saline        Missouri Hiami                Saline        Missouri I-bunt Leonard        Saline      Kissour.i.
Sweet S;:,riogs      Saline        Missouri Count ry s ide        JohnMn      Kansas tdq!ltton            Johnson       Kansas f'alr~ay              .xihnson      ifon$8S Gardfi.,r            Jchnson      Kansas LCflWOOd              J:ihnson    i<ansas Lenexa                Johosgn      Kansas Herrinm                J:lhnson    Kans a:;
Mission              Johnson      Kansas Hission flills        Johnson      Kans,is Mission Hoods        JohnSQn      Kansas Olathe                Johnson      Kansas G11er lane Puk        Johnson      K~nsas Prairie Village      Johnson      Kansas Quivira Lake          Johnson      Kansas Roela nc; !>ark      Johntn:m      Karrsas Shawnee              Johnoon      Kansas Springhill            Johnson      Kansas Stanley              Johnson      Knnsas Westwood              Joonsort      Kansas Westwood Hills        Johnson      Kansas Bonner Springs        'N'yandotte  Kansas
                ,\ - 8}
 
FIFTH SUPPLEMENTAL INDENTURE  .
'' /
l<JiNSAS CITY 'POWER'& UGI-IT' COMPANY
                                .. UNITED :;.ussouR,r
                                                . .         BANk, N:A... *
                                                                                              ~    ~".
DATED' AS* Of SEPTEMB&#xa3;i l',' l~Z- '"
                                  ...C.REATING -A .MORTGAGE BONO :
                                        - SER'IES 1992
                                                ~          . ~  ., . . "'
SUPPLEMENTAL'. TO .-GENERAL MORTGAGE hWTURE                    AND  ''
: 'DEED OF. TRUST DATED:
AS):J{
                                                          ,4
                                                              *DtCEMBBI i,- 1986** -
 
FIFTH SUPPLEMENTAL INDENTURE, dated as of September 1, 1992, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation ( 11 Company"), and UNITED MISSOURI BANK, N.A. (former1y United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee") under the Indenture hereinafter mentioned.
WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a General Mortgage Indenture and Deed of Trust ("Indenture"). dated as of December 1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, un1 imited in aggregate principal amount except as therein otherwise provided.
WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supp1emental Indenture, dated as of December 1, I986, creating a first series of Mortgage Bonds;
WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supp1emental Indenture, dated as of December 1, I986, creating a first series of Mortgage Bonds;
* WHEREAS, the Company has heretofore executed and delivered to the Trustee, a *second Supplemental Indenture, dated as of Aptil 1, 1988, creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April 1, 1991, creating a third series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company desires in and by this Supplemental Indenture to create a fifth series of Mortgage Bonds to be issued under the Indenture, to designate such series. to set forth the maturity date, interest rate and the form and other terms of such Mortgage Bonds; WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Supplemental Indenture have been fn all respects duly authorized; NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby 1 t acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows: DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF THE INDENTURE The Company hereby confirms unto the Trustee, and records the description of the property described in Schedule A attached and expressly made a part hereof, which property is subject to the lien of the Indenture in all respects as if originally described herein. ARTICLE I. MORTGAGE BONO, SERIES 1992 SECTION 1. (a) There is hereby created a fifth series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond, Series 1992" of the Company ("Bond of the Fifth Series"). (b) The Bond of the Fifth Series shall be issued in the principal amount of $31,000,000, but the principal amount of the Bond of the Fifth* Series actually outstanding as of any particular time sha11 be equal to the principal amount of securities titled "State Environmental Improvement and Energy Resources Authority of the State of Missouri Environrnenta l Improvement Revenue Refunding Bonds (Kansas City Power & light Company Project) Series 1992" (,.Revenue Bonds") which at such particular time are autstandi ng under the Indenture dated as of September I, 1992, (nRevenue Bond Indenture"), between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and The First National Bank of Chicago, as trustee ("Revenue Bond Trustee"}. (c) The Bond of Fifth Series shall be a registered Bond without coupons and sha11 be dated September 15, 1992. The Bond of Fifth Series shall mature July 1, 2017, subject to prior redemption pursuant to Section 3. (d) Interest will accrue on the unpaid portion of the principal of the Bond of Fifth Series from the last date to which interest was paid, or if no interest has been paid from the date of the original issuance of the Bond of Fifth Series until the entire principal amount of the Bond of Fifth Series is paid. The Bond of Fifth Series shall bear interest at the rate per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest sha11 be paid on the date or dates on which, and at the same place or places as, interest is payable on the Revenue Bonds. (e) The payment or payments of principal of the Bond of Fifth Series shall be equa1 to the principal amount of, and any premium on, the Revenue Bonds which is due and payable under the Revenue Bond Indenture and shall be payable on the date or dates on which, and at the same place or places as, the principal of, and any premium on such Revenue Bonds. 2
* WHEREAS, the Company has heretofore executed and delivered to the Trustee, a *second Supplemental Indenture, dated as of Aptil 1, 1988, creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April 1, 1991, creating a third series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company desires in and by this Supplemental Indenture to create a fifth series of Mortgage Bonds to be issued under the Indenture, to designate such series. to set forth the maturity date, interest rate and the form and other terms of such Mortgage Bonds; WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Supplemental Indenture have been fn all respects duly authorized; NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby t                                          1
, (f) The Mortgage Bond sha11 be subject to redemption at the same times and in the same amounts as the Revenue Bonds. (g) The principal amount of and interest on the Bond of Fifth Series shall be payable in lawful money of the United States of America. SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer~ as defined by the Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of fifth Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds . . SECTION 3. If the Revenue Bonds, shall become immediately due and payable, .'. pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture  
 
{by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or {c) of Section 8.01 of the Revenue Bond Indenture}, the Bond of the Fifth Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Fifth Series upon receipt of a written notice (hereinafter referred to as the "Notice")
acknowledged, and of other good and valuable consideration, it is agreed by and t  between the Company and the Trustee as follows:
from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payable. The Notice shall direct the Trustee to call the Bond of the fifth Series for redemption.
DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF THE INDENTURE The Company hereby confirms unto the Trustee, and records the description of the property described in Schedule A attached and expressly made a part hereof, which property is subject to the lien of the Indenture in all respects as if originally described herein.
No notice of redemption of the Bond of the Fifth Series sha11 be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Fifth Series of any notice of redemption as may be required under Article IX of the Indenture.
ARTICLE I.
The Bond of the Fifth Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of Bond of the Fifth Series shall be at a redemption price equal to the principal amount of the Bond of the Fifth Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately.
MORTGAGE BONO, SERIES 1992 SECTION 1. (a) There is hereby created a fifth series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond, Series 1992" of the Company ("Bond of the Fifth Series").
The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company will deposit immediately with the Trustee, in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Fifth Series so called for redemption.
(b) The Bond of the Fifth Series shall be issued in the principal amount of $31,000,000, but the principal amount of the Bond of the Fifth* Series actually outstanding as of any particular time sha11 be equal to the principal amount of securities titled "State Environmental Improvement and Energy Resources Authority of the State of Missouri Environrnenta l Improvement Revenue Refunding Bonds (Kansas City Power & light Company Project) Series 1992" (,.Revenue Bonds") which at such particular time are autstandi ng under the Indenture dated as of September I, 1992, (nRevenue Bond Indenture"), between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and The First National Bank of Chicago, as trustee ("Revenue Bond Trustee"}.
SECTION 4. The Bond of Fifth Series is not transferable except to a. successor Revenue Bond Trustee under the Revenue Bond Indenture.
(c) The Bond of Fifth Series shall be a registered Bond without coupons and sha11 be dated September 15, 1992. The Bond of Fifth Series shall mature July 1, 2017, subject to prior redemption pursuant to Section 3.
SECTION 5. (a) The Bond of Fifth Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of, premium, if any, and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds. (b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of Fifth Series shall be fully or partia11y, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue 3 -~1 Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. (c) The Trustee sha11 conclusively presume that the ob1igation of the Company to make payments of the principal of or any premium or interest on the Bond of Fifth Series shall have been fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee shall have received written notice from the Revenue Bond Trustee, signed by a Responsible Officer (as defined in the Revenue Bond Indenture}, stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged when due and remain unpaid at the date of such notice. SECTION 6. The form of the Bond of Fifth Series shall be substantially as follows: 4
(d) Interest will accrue on the unpaid portion of the principal of the Bond of Fifth Series from the last date to which interest was paid, or if no interest has been paid from the date of the original issuance of the Bond of Fifth Series until the entire principal amount of the Bond of Fifth Series is paid. The Bond of Fifth Series shall bear interest at the rate per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest sha11 be paid on the date or dates on which, and at the same place or places as, interest is payable on the Revenue Bonds.
' {FORM OF BONO OF FIFTH SERIES) KANSAS C ITV POWER & LIGHT COMPANY MORTGAGE BONO, SERIES 1992 $31,000,000 Bond Number R-1
(e) The payment or payments of principal of the Bond of Fifth Series shall be equa1 to the principal amount of, and any premium on, the Revenue Bonds which is due and payable under the Revenue Bond Indenture and shall be payable on the date or dates on which, and at the same place or places as, the principal of, and any premium on such Revenue Bonds.
* Kansas City Power & light Company, a Missouri corporation  
2
("Company"}, for value received, hereby promises to pay to The First National Bank of Chicago as Trustee under the Indenture dated as of September 1, 1992, between the State Environmental Improvement and Energy Resources Authority of the State of Missouri, and such Trustee (nRevenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $31,000,000, or, if less, the aggregate unpaid principal amount of all State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds (Kansas City Power & light Company Project) Series 1992 ("Revenue Bonds") outstanding under the Revenue Bond Indenture.
 
The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture.
(f)   The Mortgage Bond sha11 be subject to redemption at the same times and in the same amounts as the Revenue Bonds.
The principal of and any premium or interest on this Bond of Fifth Series are payable in lawful money*of the United States of America. THIS BOND OF FIFTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVENUE BOND INDENTURE.  
(g) The principal amount of and interest on the Bond of Fifth Series shall be payable in lawful money of the United States of America.
*The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of Fifth Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partial1y paid, deemed to have been paid or otherwise satisfied and discharged.
SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer~ as defined by the Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of fifth Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds .
This Bond of Fifth Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds")
        . SECTION 3. If the Revenue Bonds, shall become immediately due and payable, .'.
known as its "Mortgage Bonds,* issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Oeed of Trust dated as of December 1, 1986 {" Indenture 11), duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.) Trustee ("Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and condit1ons upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of Fifth Series have the respective meanings set forth in the Indenture.
pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture {by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or {c) of Section 8.01 of the Revenue Bond Indenture}, the Bond of the Fifth Series shall be subject to redemption in whole.
As provided in the Indenture, the Bonds may be various principal sums, are issuable in series, may mature at different times, may bear 5 r {.* interest at different rates and may otherwise vary as therein provided; and this Bond of Fifth Series is the only one of the series entitled "Mortgage Bond, Series 1992," created by a Fifth Supplemental Indenture dated as of September 1, 1992, as provided for in the Indenture.
The Trustee shall redeem the Bond of the Fifth Series upon receipt of a written notice (hereinafter referred to as the "Notice") from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payable. The Notice shall direct the Trustee to call the Bond of the fifth Series for
With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the ho1ders of the Bonds and any coupons; Qrovided, however, that ( i} no such Suppl ementa 1 Indenture sha 11 , without the consent of the holder of each Outstanding Bond affected thereby (A) extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or extend the ti me of payment of interest thereon, or reduce the pri nci pal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or {B) reduce the aforesaid percentage of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii) no such action which wou1d affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series. the approval of such action on behalf of the holders of Sands of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds*of such two or more series, which need not inc1ude 60% in principal amount of Outstanding Bonds of each of such series; provided, however) that, in no event sha 11 such act ion be effective unless approved by holders of more than 50% in aggregate principal amount of a11 the then Outstanding Bonds of all such series. In the event that this Bond of Fifth Series shall not be presented for payment when all Revenue Bonds issued are no 1onger outstanding under the Revenue Bond Indenture, then all liability of the Company to the Registered Holder of this Bond of Fifth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of Fifth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and suc:h Registered Holder shall no longer be entitled to any lien or benefit of the Indenture.
, redemption. No notice of redemption of the Bond of the Fifth Series sha11 be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Fifth Series of any notice of redemption as may be required under Article IX of the Indenture.
The Bond of the Fifth Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of Bond of the Fifth Series shall be at a redemption price equal to the principal amount of the Bond of the Fifth Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately. The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company will deposit immediately with the Trustee, in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Fifth Series so called for redemption.
SECTION 4. The Bond of Fifth Series is not transferable except to a.
successor Revenue Bond Trustee under the Revenue Bond Indenture.
SECTION 5. (a) The Bond of Fifth Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of, premium, if any, and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds.
(b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of Fifth Series shall be fully or partia11y, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue 3
 
Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.
(c) The Trustee sha11 conclusively presume that the ob1igation of the Company to make payments of the principal of or any premium or interest on the Bond of Fifth Series shall have been fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee shall have received written notice from the Revenue Bond Trustee, signed by a Responsible Officer (as defined in the Revenue Bond Indenture}, stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged when due and remain unpaid at the date of such notice.
SECTION 6. The form of the Bond of Fifth Series shall be substantially as follows:
4
 
{FORM OF BONO OF FIFTH SERIES)
'                          KANSAS CITV POWER & LIGHT COMPANY MORTGAGE BONO, SERIES 1992
                                        $31,000,000 Bond Number R-1
* Kansas City Power & light Company, a Missouri corporation ("Company"}, for value received, hereby promises to pay to The First National Bank of Chicago as Trustee under the Indenture dated as of September 1, 1992, between the State Environmental Improvement and Energy Resources Authority of the State of Missouri, and such Trustee (nRevenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $31,000,000, or, if less, the aggregate unpaid principal amount of all State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds (Kansas City Power & light Company Project) Series 1992
("Revenue Bonds") outstanding under the Revenue Bond Indenture. The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture. The principal of and any premium or interest on this Bond of Fifth Series are payable in lawful money*of the United States of America.
THIS BOND OF FIFTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVENUE BOND INDENTURE.
        *The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of Fifth Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partial1y paid, deemed to have been paid or otherwise satisfied and discharged.
This Bond of Fifth Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds") known as its "Mortgage Bonds,* issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Oeed of Trust dated as of December 1, 1986 {" Indenture 11 ) , duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.) Trustee ("Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and condit1ons upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of Fifth Series have the respective meanings set forth in the Indenture. As provided in the Indenture, the Bonds may be various principal sums, are issuable in series, may mature at different times, may bear 5
 
r interest at different rates and may otherwise vary as therein provided; and this Bond of Fifth Series is the only one of the series entitled "Mortgage Bond, Series 1992," created by a Fifth Supplemental Indenture dated as of September 1, 1992, as provided for in the Indenture. With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the ho1ders of the Bonds and any coupons; Qrovided, however, that ( i} no such Suppl ementa 1 Indenture sha11 ,
without the consent of the holder of each Outstanding Bond affected thereby (A) extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or extend the ti me of payment of interest thereon, or reduce the pri nci pal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or {B) reduce the aforesaid percentage of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii) no such action which wou1d affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series. the approval of such action on behalf of the holders of Sands of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds*of such two or more series, which need not inc1ude 60% in principal amount of Outstanding Bonds of each of such series; provided, however) that, in no event sha11 such act ion be effective unless approved by holders of more than 50% in aggregate principal amount of a11 the then Outstanding Bonds of all such series.
In the event that this Bond of Fifth Series shall not be presented for payment when all Revenue Bonds issued are no 1onger outstanding under the Revenue Bond Indenture, then all liability of the Company to the Registered Holder of this Bond of Fifth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of Fifth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and suc:h Registered Holder shall no longer be entitled to any lien or benefit of the Indenture.
In case an event of Default shall occur, the principal of this Bond of Fifth Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
In case an event of Default shall occur, the principal of this Bond of Fifth Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
This Bond of Fifth Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of any successor in trust), upon surrender and cancellation of this Bond of Fifth Series, and upon any such transfer a new registered Bond of Fifth Series without 6
This Bond of Fifth Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of any successor in trust), upon surrender and cancellation of this Bond of Fifth Series, and upon any such transfer a new registered Bond of Fifth Series without 6
--------------------------------
{.*
coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this Bond of Fifth Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.
 
Mo recourse shall be had for the payment of the principal of or any premium or interest on this Bond of Fifth Series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or offtcer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of Fifth Series and as part of the consideration for the issue hereof, and being 1 ikewise waived and released by the terms of the Indenture.
coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor.
The Company and the Trustee may deem and treat the person in whose name this Bond of Fifth Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.
Mo recourse shall be had for the payment of the principal of or any premium or interest on this Bond of Fifth Series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or offtcer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of Fifth Series and as part of the consideration for the issue hereof, and being 1ikewise waived and released by the terms of the Indenture.
This Bond of Fifth Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture.
This Bond of Fifth Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture.
IN WITNESS.WHEREOF, KANSAS CITY POWER & LIGHT COMPANY* has caused this Bond of Fifth Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.
IN WITNESS.WHEREOF, KANSAS CITY POWER &LIGHT COMPANY* has caused this Bond of Fifth Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.
KANSAS CITY POWER & LIGHT COMPANY, Dated: By~--,.-.,..,-~~~-~~~
KANSAS CITY POWER & LIGHT COMPANY, Dated:                                     By~--,.-.,..,-~~~-~~~
Authorized Signature Attest: Secretary or Assistant Secretary 7
Authorized Signature Attest:
' The form of Trustee's certificate to appear on the Bond of Fifth Series shall be substantially as follows: (FORM OF TRUSTEE'S CERTIFICATE)
Secretary or Assistant Secretary 7
 
The form of Trustee's certificate to appear on the Bond of Fifth Series shall be substantially as follows:
'                          (FORM OF TRUSTEE'S CERTIFICATE)
This Bond of Fifth Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Fifth Supplemental Indenture.
This Bond of Fifth Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Fifth Supplemental Indenture.
UNITED MISSOURI BANK, N.A., as Trustee, By~--::--,-,-~.,--....,.....,:::-:----:,----~~
UNITED MISSOURI BANK, N.A.,
Authorized Signature ARTICLE II. ISSUE OF BOND OF FIFTH SERIES. SECTION 1. The Bond of Fifth Series may be executed, authenticated and delivered as permitted by the provisions of Article II!, IV, V or VI of the Indenture.
as Trustee, By~--::--,-,-~.,--....,.....,:::-:----:,----~~
ARTICLE I1I. THE TRUSTEE. SECTION 1. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. ' Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. 8 ARTICLE IV. MISCELLANEOUS PROVISIONS.
Authorized Signature ARTICLE II.
ISSUE OF BOND OF FIFTH SERIES.
SECTION 1. The Bond of Fifth Series may be executed, authenticated and delivered as permitted by the provisions of Article II!, IV, V or VI of the Indenture.
ARTICLE I1I.
THE TRUSTEE.
SECTION 1. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.                       '
Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length.
8
 
ARTICLE IV.
MISCELLANEOUS PROVISIONS.
SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, shall be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, shall be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of Fifth Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of Fifth Series issued and to be issued under the Indenture and secured thereby. SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended) inure to the benefit of its successors and assigns, whether so expressed or not. SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof. SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument.
SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of Fifth Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of Fifth Series issued and to be issued under the Indenture and secured thereby.
9 rn WITNESS WHEREOF* KANSAS CITY POWER & LIGHT COMPANY has caused this Supplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed. duly attested by its Secretary or one of its Assistant Secretariest and UNITED MISSOURI BANK, N.A.. as Trustee as aforesaid, has caused the same to be executed by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written. ATIEST: ls/Jeanie Sell Latz {Jeanie Sell Latz) ATIEST: /s/R. William Bloemker (R. William Bloemker)
SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended) inure to the benefit of its successors and assigns, whether so expressed or not.
KANSAS CITY POWER & LIGHT COMPANY, By /s/B. J. Beaudoin (8. J. Beaudoin)
SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof.
UNITED MISSOURI BANK, N.A., . By ls/frank C. Bramwell (Frank C. Bramwell) 10  
SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument.
;;r Ji STATE OF MISSOURI ) ) ss COUNTY OF JACKSON ) " l On this 9th day of September, 1992, before me, a Notary Public in and for 00 said County in the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation.
9
one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said B. J. Beaudoin acknowledged said instrument and the execut1on thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. (SEAL) My commission expires February 25, 1995 11 ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri STATE OF MISSOURI COUNTY OF JACKSON ) l ss On this 9th day of September, 1992, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, who, being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A .* a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation1 and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
rn WITNESS WHEREOF* KANSAS CITY POWER & LIGHT COMPANY has caused this Supplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed. duly attested by its Secretary or one of its Assistant Secretariest and UNITED MISSOURI BANK, N.A.. as Trustee as aforesaid, has caused the same to be executed by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. (SEAL} My commission expires February 25, 1995 12 ls/Janee C. Rosenthal Janee c. Rosenthal Notary Public, Clay County, Missouri Exhibit A REAL ESTATE IN MISSOURl All !he following described real estate of 1he Company situated in the Slate of Missouri:
KANSAS CITY POWER &LIGHT COMPANY, By   /s/B. J. Beaudoin (8. J. Beaudoin)
BATES COUNTY (184) Railway Spur Track, Bates County, Missouri:
ATIEST:
The North twenty (20) feet of the South one half (S 1/2)of Fractional Section 18, Township 41, Range 33, and the North twenty (20) feet or the West one hall NI 1/2}of South one half (S 1/2)of Section 17, Township 41, Range 33, all In Bates County, Missouri, lying South of, parallel with and adjoining the Southerly line of the following described tract of land: A tract of land one hundred {100)feet in width, the center line of which is described as follows; Beginning on the West line of Lot Two (2) of the South Half (S 1/2)01 Fractional Section Eighteen (18), Township Forty-one  
ls/Jeanie Sell Latz
{41), Range Thirty-three (33), Bates County, Missouri, at a point which Is seven hundred fitty-rour (754) feet South of the North line of said Lot Two (2), thence South ninety degrees (90") East a distance of one hundred seventy-five  
{Jeanie Sell Latz)
{175) feet to the point of tangency of a curve bearing to the right with a radius of fifty-seven hundred twenty-nine and sixty-five hundredths (5729.65) f~t. a distance of six hundred seven and seventy-three hundredths (607.73) feet to the point of curve, thence Easterly to a point on !he East line of said Lot Two (2), also known as the West line of Lot One (1) of said Half (1/2)Fractional Section, said point located eight hundred sixty-eight (868) feet South of the North line of sa!d Lot Two (2). (The North lines of aforesaid Lots Ona (1) and Two {2} are hereby further identified as also being the East-West center fine of aforesai~
UNITED MISSOURI BANK, N.A.,
Fractronaf Section Eighteen (18). Thence continuing Easterly to a point on the East line of said Lot One (1) which is ten hundred seventeen and five tenths (1017.5) feet South of the North line of said Lot One (1), thence continuing Easterly to a point on the East line of the West one half NI 1/2) of the Southwest Quarter (SW 1/4) of Section 17, Township 41, Range 33, Bates County, Missouri, which ls fourteen hundred one and six tenths (1471.6) feet North of the South line of said Section Seventeen (17). Also the North twenty (20) feet of the West one half rN 1/2) of the South one half (S 1/2) of Section 17, Township 41, Range 33, Bates County, Missouri, lying South of, parallel with and adjoining the Southerly line of the following described tract of !and: A tract of land one hundred (100) feet in width, the center line of which is described as follows: Beginning on the East line of the Northeast Quarter (NE 1/4)of the Southwest Quarter {SW 1/4) of Section 17, Township 41, Range 33, Bates County, Missouri, at a point which is fifty and four tenths (50.4) feet North of the South line of said Quarter (1/41/4)Sectlon, thence South nine degrees, six minutes, thirty-five and three tenths seconds West (B!r 06' 35,3" W) a distanc:e of two hundred eighty-five (285) feet to a point of curve bearing to the tight with a radfus of fifty-seven hundred twenty-nine and sixty-five hundredths (5729.65)feet, thence along said curve a distance of six hundred ninety-six and seventy-five hundredths  
                                  . By ls/frank C. Bramwell (Frank C. Bramwell)
{696.75)feet to the point of tangent, thence Westerly to a point on the West line of said Quarter Quarter (1/41/4} Section which is fourteen hundred seventy-one and six tenths {1471.6) feet North of the South line of aforesaid Section Seventeen  
ATIEST:
{'17). A -1 REAL ESTATE IN KANSAS All the following describoo real estate of the Company situated in the State of Kansas: JOHNSON COUNTY, KANSAS (185) Cedar Creek Substation (Additional of Tract C to Substation}
  /s/R. William Bloemker (R. William Bloemker) 10
23950 W. 102nd Terr., Johnson County. Kansas: Beginning at the Southeast corner of the Southeast Quarter {SE 1/4) or the Southwest Quarter (SW 1/4} of Section 4, Township 13, Range 23, Johnson County, Kansas, thence North three degrees, twenty-nine minutes, thirty-five seconds West (N 03&deg; 29' 35" W) along the East line ol said Quarter Quarter (1/41/4) Section a distance of seventy-seven and thirty hundredths (77.30) feet to a point on the North right of way line of Kansas No. 10 Highway, as now established; thence North eighty-six degrees, thirty-two minutes, forty-four seconds West (N 86' 32' 44" W), along said North right of way Hne a distance of four hundred two and ninety-six hundredths (402.96)feet to a point on the West line of the East four hundred (400)feet of said Quarter Quarter (1/41/4)Sectlon, said point being the true point of beginning, thence continuing north eighty-six degrees, thirty-two minutes, four seconds West (N 86' 32' 44" W) a distance of one hundred two and forty-four hundredths (102.44) feet, thence North eighty degrees, fifty-three minutes, fourteen seconds West (N 80-53' 14" W) a distance of fifty (50) feet, thence North three degrees, twenty-nine minutes, five seconds West {N 03 29' 35" W) a distance of six hundred thirty-seven  
 
{637) feet, thence North eighty-seven degrees, thirty-three minutes, five seconds East (N sr 33' os* E) to a point on the West line of the East four hundred {400) feet of said Quarter Quarter {1/41/4)Sectlon, thence South along the West llne of lhe East four hundroo {400) feet of said Quarter (1/41/4) Section to the true point of beginning; except any parts In streets or roads. A-2 SEVENTH SUPPLEMENTAL INDENTURE KANSAS CITY POWER & LIGHT COMPANY UNITED MISSOURI BANK, N.A. DATED AS OF OCTOBER 1, 1993 CREATING A MORTGAGE BOND SERIES 1993A CONFORMED 3 O OF 'SO SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF DECEMBER 1, 1986 SEVENTH SUPPLEMENTAL INDENTURE, dated as of October I, 1993, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation  
STATE OF MISSOURI     )
("Company"), and UNITED MISSOURI BANK, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee")
                          )   ss COUNTY OF JACKSON     )
under the Indenture hereinafter mentioned.
;;r Ji l
00 On this 9th day of September, 1992, before me, a Notary Public in and for said County in the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation. one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said B. J. Beaudoin acknowledged said instrument and the execut1on thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL)
My commission expires February 25, 1995 11
 
STATE OF MISSOURI   )
COUNTY OF JACKSON l ss On this 9th day of September, 1992, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, who, being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A .* a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation1 and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
ls/Janee C. Rosenthal Janee c. Rosenthal Notary Public, Clay County, Missouri (SEAL}
My commission expires February 25, 1995 12
 
Exhibit A REAL ESTATE IN MISSOURl All !he following described real estate of 1he Company situated in the Slate of Missouri:
BATES COUNTY (184) Railway Spur Track, Bates County, Missouri: The North twenty (20) feet of the South one half (S 1/2)of Fractional Section 18, Township 41, Range 33, and the North twenty (20) feet or the West one hall NI 1/2}of South one half (S 1/2)of Section 17, Township 41, Range 33, all In Bates County, Missouri, lying South of, parallel with and adjoining the Southerly line of the following described tract of land:
A tract of land one hundred {100)feet in width, the center line of which is described as follows; Beginning on the West line of Lot Two (2) of the South Half (S 1/2)01 Fractional Section Eighteen (18), Township Forty-one {41), Range Thirty-three (33), Bates County, Missouri, at a point which Is seven hundred fitty-rour (754) feet South of the North line of said Lot Two (2), thence South ninety degrees (90") East a distance of one hundred seventy-five {175) feet to the point of tangency of a curve bearing to the right with a radius of fifty-seven hundred twenty-nine and sixty-five hundredths (5729.65) f~t. a distance of six hundred seven and seventy-three hundredths (607.73) feet to the point of curve, thence Easterly to a point on !he East line of said Lot Two (2), also known as the West line of Lot One (1) of said Half (1/2)Fractional Section, said point located eight hundred sixty-eight (868) feet South of the North line of sa!d Lot Two (2).
(The North lines of aforesaid Lots Ona (1) and Two {2} are hereby further identified as also being the East-West center fine of aforesai~ Fractronaf Section Eighteen (18). Thence continuing Easterly to a point on the East line of said Lot One (1) which is ten hundred seventeen and five tenths (1017.5) feet South of the North line of said Lot One (1), thence continuing Easterly to a point on the East line of the West one half NI 1/2) of the Southwest Quarter (SW 1/4) of Section 17, Township 41, Range 33, Bates County, Missouri, which ls fourteen hundred seventy-one and six tenths (1471.6) feet North of the South line of said Section Seventeen (17).
Also the North twenty (20) feet of the West one half rN 1/2) of the South one half (S 1/2) of Section 17, Township 41, Range 33, Bates County, Missouri, lying South of, parallel with and adjoining the Southerly line of the following described tract of !and:
A tract of land one hundred (100) feet in width, the center line of which is described as follows:
Beginning on the East line of the Northeast Quarter (NE 1/4)of the Southwest Quarter {SW 1/4) of Section 17, Township 41, Range 33, Bates County, Missouri, at a point which is fifty and four tenths (50.4) feet North of the South line of said Quarter (1/41/4)Sectlon, thence South eighty-nine degrees, six minutes, thirty-five and three tenths seconds West (B!r 06' 35,3" W) a distanc:e of two hundred eighty-five (285) feet to a point of curve bearing to the tight with a radfus of fifty-seven hundred twenty-nine and sixty-five hundredths (5729.65)feet, thence along said curve a distance of six hundred ninety-six and seventy-five hundredths {696.75)feet to the point of tangent, thence Westerly to a point on the West line of said Quarter Quarter (1/41/4}
Section which is fourteen hundred seventy-one and six tenths {1471.6) feet North of the South line of aforesaid Section Seventeen {'17).
A-1
 
REAL ESTATE IN KANSAS All the following describoo real estate of the Company situated in the State of Kansas:
JOHNSON COUNTY, KANSAS (185) Cedar Creek Substation (Additional of Tract C to Substation} 23950 W. 102nd Terr.,
Johnson County. Kansas: Beginning at the Southeast corner of the Southeast Quarter {SE 1/4) or the Southwest Quarter (SW 1/4} of Section 4, Township 13, Range 23, Johnson County, Kansas, thence North three degrees, twenty-nine minutes, thirty-five seconds West (N 03&deg; 29' 35" W) along the East line ol said Quarter Quarter (1/41/4) Section a distance of seventy-seven and thirty hundredths (77.30) feet to a point on the North right of way line of Kansas No. 10 Highway, as now established; thence North eighty-six degrees, thirty-two minutes, forty-four seconds West (N 86' 32' 44" W), along said North right of way Hne a distance of four hundred two and ninety-six hundredths (402.96)feet to a point on the West line of the East four hundred (400)feet of said Quarter Quarter (1/41/4)Sectlon, said point being the true point of beginning, thence continuing north eighty-six degrees, thirty-two minutes, forty-four seconds West (N 86' 32' 44" W) a distance of one hundred two and forty-four hundredths (102.44) feet, thence North eighty degrees, fifty-three minutes, fourteen seconds West (N 80-53' 14" W) a distance of fifty (50) feet, thence North three degrees, twenty-nine minutes, thirty-five seconds West {N 03 29' 35" W) a distance of six hundred thirty-seven {637) feet, thence North eighty-seven degrees, thirty-three minutes, five seconds East (N sr 33' os* E) to a point on the West line of the East four hundred {400) feet of said Quarter Quarter {1/41/4)Sectlon, thence South along the West llne of lhe East four hundroo {400) feet of said Quarter (1/41/4)
Section to the true point of beginning; except any parts In streets or roads.
A-2
 
CONFORMED 3 O OF 'SO SEVENTH SUPPLEMENTAL INDENTURE KANSAS CITY POWER &LIGHT COMPANY UNITED MISSOURI BANK, N.A.
DATED AS OF OCTOBER 1, 1993 CREATING A MORTGAGE BOND SERIES 1993A SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF DECEMBER 1, 1986
 
SEVENTH SUPPLEMENTAL INDENTURE, dated as of October I, 1993, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation ("Company"), and UNITED MISSOURI BANK, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee") under the Indenture hereinafter mentioned.
WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a General Mortgage Indenture and Deed of Trust ("Indenture"), dated as of December I, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, unlimited in aggregate principa1 amount except as therein otherwise provided.
WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a General Mortgage Indenture and Deed of Trust ("Indenture"), dated as of December I, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, unlimited in aggregate principa1 amount except as therein otherwise provided.
WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture, dated as of December 1, 1986, creating a first series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second Supplemental Indenture, dated as of April 1, 1988, creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April 1, 1991, creating a third series of ~ortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fifth Supplemental Indenture, dated as of September 1, 1992, creating a fifth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Sixth Supplemental Indenture, dated as of November 1, 1992, creating a sixth series of Mortgage Bonds; WHEREAS, the Company desires in and by this Supplemental Indenture to create a seventh series of Mortgage Bonds to be issued under the Indenture, to designate such series, to set forth the maturity date, interest rate or rates and the form and other terms of such Mortgage, Bonds; WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done 1 1 and performed; and the execution and delivery of this Supplemental Indenture.have  
WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture, dated as of December 1, 1986, creating a first series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second Supplemental Indenture, dated as of April 1, 1988, creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April 1, 1991, creating a third series of ~ortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fifth Supplemental Indenture, dated as of September 1, 1992, creating a fifth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Sixth Supplemental Indenture, dated as of November 1, 1992, creating a sixth series of Mortgage Bonds; WHEREAS, the Company desires in and by this Supplemental Indenture to create a seventh series of Mortgage Bonds to be issued under the Indenture, to designate such series, to set forth the maturity date, interest rate or rates and the form and other terms of such Mortgage, Bonds; WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done 1
*' been in all respects duly authorized;  
 
* . NOW, THEREFORE, in consideration of the premises and in further* consideration of the sum of One Do11ar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows: DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF THE INDENTURE The Company hereby confirms unto the Trustee, and records the description of the property described in Schedule A attached and expressly made a part hereof, which property is subject to the lien of the Indenture 1n all respects as if originally described herein. ARTICLE I. MORTGAGE BOND SERIES 1993A SECTION I. (a) There is hereby created a seventh series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond Series 1993A" of the Company ("Bond of the Seventh Series"). (b} The Bond of the Seventh Series shall be issued in the principal amount of $12,366,000, but the principal amount of the Bond of the Seventh Series actually outstanding as of any particular time shall be equal to the principal amount of securities titled "State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds (Kansas City Power & Light Company Project) Series 1993'' ("Revenue Bonds") which at such particular time are outstanding under the Indenture dated as of October J, 1993, ("Revenue Bond Indenture")t between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and The First National Bank of Chicago. as trustee (RRevenue Bond Trustee"). (c) The Bond of the Seventh Series shall be a registered Bond without coupons and shall be dated October 14, 1993. The Bond of the Seventh Series shall mature January 2, 2012, subject to prior redemption pursuant to Section 3. (d) Interest will accrue on the unpaid portion of the principal of the Bond of the Seventh Series from the last date to which interest was paid~ or* if no interest has been paid from the date of the original issuance of the Bond of the Seventh Series until the entire principal amount of the Bond of Seventh Series is paid. The Bond of the Seventh Series shall bear interest,at the rate or rates per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest shall be paid 2 on the date or dates on which, and at the same pl ace or pl aces as, interest is payable on the Revenue Bonds. * (e) The payment or payments of principal of the Bond of the Seventh Series shall be equal to the principal amount of, and any premium on, the Revenue J Bonds which is due and payable under the Revenue Bond Indenture and shal1 be J payable on the date or dates on which, and at the same place or places as, the ~. principal of, and any premium on such Revenue Bonds. ;} ;j 1 -l (f) The Mortgage Bond shall be subject to redemption at the same times and in the same amounts as the Revenue Bonds. (g) The principal amount of and interest on the Bond of the Seventh Series shall be payable in lawful money of the United States of America. SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer, as defined by the *Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of the Seventh Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds. SECTION 3. If the Revenue Bonds, shall become immediately due and payable, pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture  
1 and performed; and the execution and delivery of this Supplemental Indenture.have
{by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or (c) of Section 8.01 of the Revenue Bond Indenture), the Bond of the Seventh Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Seventh Series upon receipt of a written notice {hereinafter referred to as the "Notice")
*' been in all respects duly authorized;                                       * .
from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payable. The Notice shall direct the Trustee to call the Bond of the Seventh Series for redemption.
NOW, THEREFORE, in consideration of the premises and in further*
No notice of redemption of the Bond of the Seventh Series shall be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Seventh Series of any notice of redemption as may be required under Article IX of the Indenture.
consideration of the sum of One Do11ar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows:
DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF THE INDENTURE The Company hereby confirms unto the Trustee, and records the description of the property described in Schedule A attached and expressly made a part hereof, which property is subject to the lien of the Indenture 1n all respects as if originally described herein.
ARTICLE I.
MORTGAGE BOND SERIES 1993A SECTION I. (a)     There is hereby created a seventh series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond Series 1993A" of the Company ("Bond of the Seventh Series").
(b} The Bond of the Seventh Series shall be issued in the principal amount of $12,366,000, but the principal amount of the Bond of the Seventh Series actually outstanding as of any particular time shall be equal to the principal amount of securities titled "State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds (Kansas City Power &Light Company Project) Series 1993'' ("Revenue Bonds")
which at such particular time are outstanding under the Indenture dated as of October J, 1993, ("Revenue Bond Indenture")t between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and The First National Bank of Chicago. as trustee (RRevenue Bond Trustee").
(c) The Bond of the Seventh Series shall be a registered Bond without coupons and shall be dated October 14, 1993. The Bond of the Seventh Series shall mature January 2, 2012, subject to prior redemption pursuant to Section 3.
(d) Interest will accrue on the unpaid portion of the principal of the Bond of the Seventh Series from the last date to which interest was paid~ or* if no interest has been paid from the date of the original issuance of the Bond of the Seventh Series until the entire principal amount of the Bond of Seventh Series is paid. The Bond of the Seventh Series shall bear interest,at the rate or rates per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest shall be paid 2
 
on the date or dates on which, and at the same pl ace or pl aces as, interest is payable on the Revenue Bonds.                                                     *
(e) The payment or payments of principal of the Bond of the Seventh Series shall be equal to the principal amount of, and any premium on, the Revenue J Bonds which is due and payable under the Revenue Bond Indenture and shal1 be J   payable on the date or dates on which, and at the same place or places as, the
~.;} principal of, and any premium on such Revenue Bonds.
~        (f)   The Mortgage Bond shall be subject to redemption at the same times
;j 1 and in the same amounts as the Revenue Bonds.
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(g) The principal amount of and interest on the Bond of the Seventh Series shall be payable in lawful money of the United States of America.
SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer, as defined by the *Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of the Seventh Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds.
SECTION 3. If the Revenue Bonds, shall become immediately due and payable, pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture {by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or (c) of Section 8.01 of the Revenue Bond Indenture), the Bond of the Seventh Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Seventh Series upon receipt of a written notice {hereinafter referred to as the "Notice") from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payable.
The Notice shall direct the Trustee to call the Bond of the Seventh Series for redemption. No notice of redemption of the Bond of the Seventh Series shall be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Seventh Series of any notice of redemption as may be required under Article IX of the Indenture.
The Bond of the Seventh Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of Bond of the Seventh Series shall be at a redemption price equal to the principal amount of the Bond of the Seventh Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately.
The Bond of the Seventh Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of Bond of the Seventh Series shall be at a redemption price equal to the principal amount of the Bond of the Seventh Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately.
The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company will deposit immediately with the Trustee, in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Seventh Series so called for redemption.
The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company will deposit immediately with the Trustee, in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Seventh Series so called for redemption.
SECTION 4. The Bond of the Seventh Series is not transferable except to a successor Revenue Bond Trustee under the Revenue Bond Indenture.
SECTION 4. The Bond of the Seventh Series is not transferable except to a successor Revenue Bond Trustee under the Revenue Bond Indenture.
3 SECTION 5. (a) The Bond of the Seventh Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of *. premium, if any. and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds. (b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of the Seventh Series shall be fully or partially, as the case may be, paid~ deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. (c) The Trustee shall conclusively presume that the obligation of the Company to make payments of the principal of or any premium or interest on the Bond of the Seventh Series shall have been.fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee shall have received written notice from the Revenue Bond Trustee, signed by a -*** Responsible Officer (as defined in the Revenue Bond Indenture), stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged*when due and remain unpaid at the date of such notice. SECTION 6. The form of the Bond of the Seventh Series shall be substantially as follows: 4 !) [j r ;,; 
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{FORM OF BOND OF THE SEVENTH SERIES) KANSAS CITY POWER & LIGHT COMPANY MORTGAGE BOND SERIES 1993A $12,366,000 Bond Number R-1 Kansas City Power & Light Company, a Missouri corporation  
 
("Company"), for value received, hereby promises to pay to The First National Bank of Chicago as Trustee under the Indenture dated as of October 1, 1993, between the State Environmental Improvement and Energy Resources Authority of the State of
SECTION 5. (a) The Bond of the Seventh Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of *. premium, if any. and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds.
* Missouri, and such Trustee ( "Revenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $12,366,000 or, if less, the aggregate unpaid principal amount of a11 State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds {Kansas City Power & Light Company Project) Series 1993 ("Revenue Bonds"} outstanding under the Revenue Bond Indenture.
  ~      (b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of the Seventh Series shall be fully or partially, as the case may be, paid~ deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.
The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture.
(c) The Trustee shall conclusively presume that the obligation of the Company to make payments of the principal of or any premium or interest on the Bond of the Seventh Series shall have been.fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee shall have received written notice from the Revenue Bond Trustee, signed by a
The principal of and any premium or interest on this Bond of the Seventh Series are payable in lawful money of the United States of America. THIS BOND OF THE SEVENTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVEtlUE BONO INDENTURE.
-** Responsible Officer (as defined in the Revenue Bond Indenture), stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged*when due and remain unpaid at the date of such notice.
SECTION 6. The form of the Bond of the Seventh Series shall be substantially as follows:
                                                                                        !)
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{FORM OF BOND OF THE SEVENTH SERIES)
KANSAS CITY POWER &LIGHT COMPANY MORTGAGE BOND SERIES 1993A
                                    $12,366,000 Bond Number R-1 Kansas City Power & Light Company, a Missouri corporation ("Company"), for value received, hereby promises to pay to The First National Bank of Chicago as Trustee under the Indenture dated as of October 1, 1993, between the State Environmental Improvement and Energy Resources Authority of the State of
* Missouri, and such Trustee ( "Revenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $12,366,000 or, if less, the aggregate unpaid principal amount of a11 State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds {Kansas City Power & Light Company Project) Series 1993
("Revenue Bonds"} outstanding under the Revenue Bond Indenture. The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture. The principal of and any premium or interest on this Bond of the Seventh Series are payable in lawful money of the United States of America.
THIS BOND OF THE SEVENTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVEtlUE BONO INDENTURE.
The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of the Seventh Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.
The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of the Seventh Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.
This Bond of the Seventh Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds")
This Bond of the Seventh Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds") known as its "Mortgage Bonds,"
known as its "Mortgage Bonds," issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust dated as of December 1, 1986 (~Indenture"), duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.} Trustee ("Trustee 11), to which Indenture and a1l indentures supplemental thereto reference is hereby made for a description of the property mortgaged and p 1 edged. the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of the Seventh Series have the respective meanings set forth in the Indenture.
issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust dated as of December 1, 1986 (~Indenture"),
As provided in the Indenture, the Bonds may 5 be various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond of the Seventh Series is the only one of the series entitled "Mortgage Bond Series 1993A," created by a Seventh Supplemental Indenture dated as of October 1, 1993, as provided for in the Indenture.
duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.} Trustee ("Trustee 11 ) , to which Indenture and a1l indentures supplemental thereto reference is hereby made for a description of the property mortgaged and p1edged. the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of the Seventh Series have the respective meanings set forth in the Indenture. As provided in the Indenture, the Bonds may 5
With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or el irninating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the holders of the Bonds and any coupons; provided, however, that (i) no such Supplemental Indenture shall, without the consent of the holder of each Outstanding Bond affected thereby (A) extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or rates or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii} no such action which would affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series, the approval of such action on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the outstanding Bonds of such two or more series, which need not include 60% in principal amount of Outstanding Bonds of each of such series; provided, however, that, in no event shall such action be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series. In the event that this Bond of the Seventh Series shall not be presented for payment when all Revenue Bonds issued are no longer outstanding under the Revenue Bond Indenture, then a 11 l i abi l i ty of the Company to the Registered Holder of this Bond of the Seventh Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of the Seventh Series fol'"' the payment of the principal hereof and any premium or interest hereon sha 11 forthwith cease, determine and be comp 1 ete ly discharged and such Registered Holder shall no longer be entitled to any lien or benefit of the Indenture.
 
be various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond of the Seventh Series is the only one of the series entitled "Mortgage Bond Series 1993A," created by a Seventh Supplemental Indenture dated as of October 1, 1993, as provided for in the Indenture. With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or el irninating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the holders of the Bonds and any coupons; provided, however, that (i) no such Supplemental Indenture shall, without the consent of the holder of each Outstanding Bond affected thereby (A) extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or rates or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii} no such action which would affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series, the approval of such action on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the outstanding Bonds of such two or more series, which need not include 60%
in principal amount of Outstanding Bonds of each of such series; provided, however, that, in no event shall such action be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series.
In the event that this Bond of the Seventh Series shall not be presented for payment when all Revenue Bonds issued are no longer outstanding under the Revenue Bond Indenture, then a11 l i abi l i ty of the Company to the Registered Holder of this Bond of the Seventh Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of the Seventh Series fol'"' the payment of the principal hereof and any premium or interest hereon sha11 forthwith cease, determine and be comp 1ete ly discharged and such Registered Holder shall no longer be entitled to any lien or benefit of the Indenture.
In case an event of Default shall occur, the principal of this Bond of the Seventh Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
In case an event of Default shall occur, the principal of this Bond of the Seventh Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
This Bond of the Seventh Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of 6 any successor in trust}, upon surrender and cancellation of this Bond of the Seventh Series, and upon any such transfer a new registered Bond of the Seventh Series without coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this Bond of the Seventh Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.
This Bond of the Seventh Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of 6
 
any successor in trust}, upon surrender and cancellation of this Bond of the Seventh Series, and upon any such transfer a new registered Bond of the Seventh Series without coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor.
The Company and the Trustee may deem and treat the person in whose name this Bond of the Seventh Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or any premium or interest on this Bond of the Seventh Series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or officer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of the Seventh Series and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of the Indenture.
No recourse shall be had for the payment of the principal of or any premium or interest on this Bond of the Seventh Series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or officer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of the Seventh Series and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of the Indenture.
This Bond of the Seventh Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture.
This Bond of the Seventh Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture.
IN WITNESS WHEREOF, KANSAS C ITV POWER & LIGHT COMPANY has caused this Bond of the Seventh Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.
IN WITNESS WHEREOF, KANSAS CITV POWER & LIGHT COMPANY has caused this Bond of the Seventh Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.
KANSAS CITY POWER & LIGHT COMPANY, Dated: BY _ __,.-.-,--,,---,,--=-,--..,...---
KANSAS CITY POWER     &LIGHT   COMPANY, Dated:                                       BY_  __,.-.-,--,,---,,--=-,--..,...---
Authori zed Signature Attest: Secretary or Assistant Secretary 7
Authori zed Signature Attest:
The form of Trustee's certificate to appear on the Bond of the Seventh Series shall be substantially as follows: (FORM OF TRUSTEE'S CERTIFICATE)
Secretary or Assistant Secretary 7
 
The form of Trustee's certificate to appear on the Bond of the Seventh Series shall be substantially as follows:
(FORM OF TRUSTEE'S CERTIFICATE)
This Bond of the Seventh Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Seventh Supplemental Indenture.
This Bond of the Seventh Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Seventh Supplemental Indenture.
UNITED MISSOURI BANK, N.A., as Trustee, BY---,,....,...-..---;-;,.--.---,,----
UNITED MISSOURI BANK, N.A.,
Authorized Signature ARTICLE IL ISSUE OF BONO OF THE SEVENTH SERIES. SECTION I. The Bond of the Seventh Series may be executed, authenticated and delivered as* permitted by the provisions of Article III. lV, V or VI of the Indenture.
as Trustee, BY---,,....,...-..---;-;,.--.---,,----
ARTICLE 111. THE TRUSTEE. SECTION 1. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recita1s and statements are made so1ely by the Company. Except as herein otherwise provided, no duties, responsibi11ties or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. 8 ARTICLE IV. MISCELLANEOUS PROVISIONS.
Authorized Signature ARTICLE IL ISSUE OF BONO OF THE SEVENTH SERIES.
SECTION I. The Bond of the Seventh Series may be executed, authenticated and delivered as* permitted by the provisions of Article III. lV, V or VI of the Indenture.
ARTICLE 111.
THE TRUSTEE.
SECTION 1. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recita1s and statements are made so1ely by the Company.
Except as herein otherwise provided, no duties, responsibi11ties or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length.
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ARTICLE IV.
MISCELLANEOUS PROVISIONS.
SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, sha11 be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, sha11 be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of the Seventh Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of the Seventh Series issued and to be issued under the Indenture and secured thereby. SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended} inure to the benefit of its successors and assigns, whether so expressed or not. SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof.
SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of the Seventh Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of the Seventh Series issued and to be issued under the Indenture and secured thereby.
SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended} inure to the benefit of its successors and assigns, whether so expressed or not.
SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof.
* SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument.
* SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument.
9 ..,
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i r IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Supplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant Secretaries, and UNITED MISSOURI BANK, N.A., as Trustee as aforesaid, has caused the same to be executed by its . President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written. ATTEST: /s/Jeanig Sell Latz (Jeanie Sell Latz) KANSAS CITY POWER & LIGHT COMPANY, By /s/B. J. Beaudoin (B. J. Beaudoin).
 
IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Supplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant Secretaries, and UNITED MISSOURI BANK, N.A., as Trustee as aforesaid, has caused the same to be executed by its .
President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written.
KANSAS CITY POWER &LIGHT COMPANY, By   /s/B. J. Beaudoin (B. J. Beaudoin).
ATTEST:
      /s/Jeanig Sell Latz (Jeanie Sell Latz)
UNITED MISSOURI BANK, N.A.,
UNITED MISSOURI BANK, N.A.,
* By ls/Frank C. Bramwell (Frank C. Bramwell) " ATTEST: t /s/R. William Bloemker (R. William Bloemker) 10 I r STATE OF MISSOURI ) ) ss COUNTY OF JACKSON ) On this 6th day of October, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said B. J. Beaudoin acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
* By ls/Frank C. Bramwell i                                          (Frank C. Bramwell) r
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. (SEAL) My co~mission expires February 25, 1995 11 ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri l r [ r r t:
~
STATE OF MISSOURI } ) ss COUNTY OF JACKSON ) On this 6th day of October, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, whor being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A., a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
"t ATTEST:
IN WITNESS WHEREOF, I have hereunto set_my hand and affixed my official seal in the County and State aforesaid the day and year first above written. (SEAL} My commission expires February 25, 1995 12 ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri EXHIBIT A REAL ESTATE IN MISSOURI All the following described real estate of the Company situated in the state of Missouri:  
    /s/R. William Bloemker (R. William Bloemker) 10
 
STATE OF MISSOURI   )
I r
COUNTY OF JACKSON
                      )
                      )
ss On this 6th day of October, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said B. J. Beaudoin acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL)
My co~mission expires February 25, 1995 l
r
[
r rt:
11
 
STATE OF MISSOURI   }
                    ) ss COUNTY OF JACKSON   )
On this 6th day of October, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, whor being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A., a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set_my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL}
My commission expires February 25, 1995 12
 
                                                                                      --- ----~
EXHIBIT A REAL ESTATE IN MISSOURI All the following described real estate of the Company situated in the state of Missouri:
(186) Ash Pond Property, Hawthorn Power Plant, Kansas Clly:
(186) Ash Pond Property, Hawthorn Power Plant, Kansas Clly:
* A tract of land located in the West One-Half of Section 19 and Section 30, Township 50, Range 32, in Kansas City, Jackson County, Missouri, described as fOllf>WS:
* A tract of land located in the West One-Half of Section 19 and Section 30, Township 50, Range 32, in Kansas City, Jackson County, Missouri, described as fOllf>WS:
Commencing at the Northeast comer of Tract "A:', EXECUTIVE PARK, FIFTEENTH PLAT, according to the recorded platthereof; thence North 87&deg; 41' 03"West, along the North line of said Tract "A", a distance of 358.07 feet; thence North 02&deg; 18' 57 11 East, a distance of 110.00 feet; thence Sou1h 87&deg;41' 03" East, a distance of 134.64 feet to the Point of Beginning; thence North 01 &deg; 55' 27" East, a distance of 3023.92 feet (3026.33 feet deeded); thence South 41 &deg; 55' 33" East, a distance of 347.70feet (348.17 feet deeded}; thence North 47&deg; 59' 22" East, a distance of 189.96 feet (North 48&deg; 04' 27" East, 190.00 feet deeded); thence South 42&deg; 01' 09" East, a dlstance of 799.45 feet, (South 41 &deg; 55' 33" East, 799.85 feet deeded}; thence South 38&deg; 46' 33" East, a ~istance of 0.28 feet; thence South 01 &deg; 55' 25" West {South 01 &deg; 55' 27" West deeded), a distance of 2335.51 feet; thence North 87&deg; 41' 03" West, a distance of 932.68 feet, to the Point of Beginning.
Commencing at the Northeast comer of Tract "A:', EXECUTIVE PARK, FIFTEENTH PLAT, according to the recorded platthereof; thence North 87&deg; 41' 03"West, along the North line of said Tract "A", a distance of 358.07 feet; thence North 02&deg; 18' 5711 East, a distance of 110.00 feet; thence Sou1h 87&deg;41' 03" East, a distance of 134.64 feet to the Point of Beginning; thence North 01 &deg; 55' 27" East, a distance of 3023.92 feet (3026.33 feet deeded); thence South 41 &deg; 55' 33" East, a distance of 347.70feet (348.17 feet deeded}; thence North 47&deg; 59' 22" East, a distance of 189.96 feet (North 48&deg; 04' 27" East, 190.00 feet deeded); thence South 42&deg; 01' 09" East, a dlstance of 799.45 feet, (South 41 &deg; 55' 33" East, 799.85 feet deeded}; thence South 38&deg; 46' 33" East, a ~istance of 0.28 feet; thence South 01 &deg; 55' 25" West {South 01 &deg; 55' 27" West deeded), a distance of 2335.51 feet; thence North 87&deg; 41' 03" West, a distance of 932.68 feet, to the Point of Beginning. Containing 2,541,930.81 Square Feet or 58.35 Acres, More or Less.
Containing 2,541,930.81 Square Feet or 58.35 Acres, More or Less. -------~
 
EIGHTH SUPPLEMENTAL INDENTURE KANSAS CITY POWER & LIGHT COMPANY UNITED MISSOURI BANK, N.A. DATED AS OF DECEMBER 1, 1993 CREATING A MORTGAGE BOND SERIES 19938 SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF DECEMBER 1, 1986 EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1993, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation  
EIGHTH SUPPLEMENTAL INDENTURE KANSAS CITY POWER &LIGHT COMPANY UNITED MISSOURI BANK, N.A.
{"Company"), and UNITED MISSOURI BANK, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee")
DATED AS OF DECEMBER 1, 1993 CREATING A MORTGAGE BOND SERIES 19938 SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF DECEMBER 1, 1986
under the Indenture hereinafter mentioned.
 
WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Genera 1 Mortgage Indenture and Deed of Trust ("Indenture"), dated as of December 1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, unlimited in aggregate principal amount except as therein otherwise provided.
EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1993, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation {"Company"), and UNITED MISSOURI BANK, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee") under the Indenture hereinafter mentioned.
WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture, dated as of December 1, 1986, creating a first series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second Supplemental Indenture, dated as of April I, 1988i creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April I, 1991, creating a third series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fifth Supplemental Indenture, dated as of September I, 1992, creating a fifth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Sixth Supplemental Indenture, dated as of November 1, 1992, creating a sixth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Seventh Supplemental Indenture, dated as of October 1, 1993, creating a seventh series of Mortgage Bonds; WHEREAS> the Company desires in and by this Supplemental Indenture to create a eighth series of Mortgage Bonds to be issued under the Indenture, to designate such series, to set forth the maturity date, interest rate or rates and the form and other terms of such Mortgage Bonds; l WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized; NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows: ARTICLE I. MORTGAGE BONO SERIES 19938 SECTION I. (a) There is hereby created a eighth series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond Series 19936" of the Company ("Bond of the Eighth Series"). (b) The Bond of the Eighth Series shall be issued in the principal amount of $79,480,000, but the pri nci pal amount of the Bond of the Eighth Seri es actually outstanding as of any particular time shall be equal to the principal amount of securities titled "City of Burlington, Kansas Environmental Improvement Revenue Refunding Bonds (Kansas City Power & Light Company Project} Adjusted Tax Exempt Securities--$40,000,000 Series 1993A and $39,480,000 Series 19938" ("Revenue B0nds 11) which at such particular time are outstanding under the Indenture of Trust dated as of December 1, 1993, ("Revenue Bond Indenture"), between the City of Burlington, Kansas and The Bank of New York, as trustee (''Revenue Bond Trustee"). (c) The Bond of the Eighth Series shall be a registered Bond without coupons and shall be dated December 2, 1993. The Bond of the Eighth Series shall mature December I, 2023, subject to prior redempt;on pursuant to Section 3. {d) Interest will accrue on the unpaid portion of the principal of the Bond of the Eighth Series from the last date to which interest was paid, or if no interest has been paid from the date of the original issuance of the Bond of the Eighth Series until the entire principal amount of the Bond of Eighth Series is paid. The Bond of the Eighth Series shall bear interest at the rate or rates per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest shall be paid on the date or dates on which, and at the same place or places as, interest is payable on the Revenue Bonds. (e) The payment or payments of principal of the Bond of the Eighth Series shall be equal to the principal amount of, and any premium on, the Revenue Bonds which is due and payable under the Revenue Bond Indenture and shall be payable 2 on the date or dates on which, and at the same place or places as, the principal of, and any premium on such Revenue Bonds. (f) The Mortgage Bond shall be subject to redemption at the same times and in the same amounts as the Revenue Bonds. (g) The principal amount of and interest on the Bond of the &#xa3;ighth Series shall be payable in lawful money of the Un1ted States of America. SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer, as defined by the Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of the Eighth Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds. SECTION 3. If the Revenue Bonds, shall become immediately due and payable, pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture (by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or (c) of Section 8.01 of the Revenue Bond Indenture), the Bond of the Eighth Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Eighth Series upon receipt of a written notice {hereinafter referred to as the 11 Notice 11) from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payab1e. The Notice shal1 direct the Trustee to call the Bond of the Eighth Series for redemption.
WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Genera1 Mortgage Indenture and Deed of Trust ("Indenture"), dated as of December 1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, unlimited in aggregate principal amount except as therein otherwise provided.
No notice of redemption of the Bond of the Eighth Series shall be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Eighth Series of any notice of redemption as may be required under Article IX of the Indenture.
WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture, dated as of December 1, 1986, creating a first series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second Supplemental Indenture, dated as of April I, 1988i creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April I, 1991, creating a third series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fifth Supplemental Indenture, dated as of September I, 1992, creating a fifth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Sixth Supplemental Indenture, dated as of November 1, 1992, creating a sixth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Seventh Supplemental Indenture, dated as of October 1, 1993, creating a seventh series of Mortgage Bonds; WHEREAS> the Company desires in and by this Supplemental Indenture to create a eighth series of Mortgage Bonds to be issued under the Indenture, to designate such series, to set forth the maturity date, interest rate or rates and the form and other terms of such Mortgage Bonds; l
 
WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized; NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows:
ARTICLE I.
MORTGAGE BONO SERIES 19938 SECTION I. (a) There is hereby created a eighth series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond Series 19936" of the Company ("Bond of the Eighth Series").
(b) The Bond of the Eighth Series shall be issued in the principal amount of $79,480,000, but the pri nci pal amount of the Bond of the Eighth Seri es actually outstanding as of any particular time shall be equal to the principal amount of securities titled "City of Burlington, Kansas Environmental Improvement Revenue Refunding Bonds (Kansas City Power & Light Company Project} Market-Adjusted Tax Exempt Securities--$40,000,000 Series 1993A and $39,480,000 Series 19938" ("Revenue B0nds 11 ) which at such particular time are outstanding under the Indenture of Trust dated as of December 1, 1993, ("Revenue Bond Indenture"),
between the City of Burlington, Kansas and The Bank of New York, as trustee
(''Revenue Bond Trustee").
(c) The Bond of the Eighth Series shall be a registered Bond without coupons and shall be dated December 2, 1993. The Bond of the Eighth Series shall mature December I, 2023, subject to prior redempt;on pursuant to Section 3.
{d) Interest will accrue on the unpaid portion of the principal of the Bond of the Eighth Series from the last date to which interest was paid, or if no interest has been paid from the date of the original issuance of the Bond of the Eighth Series until the entire principal amount of the Bond of Eighth Series is paid. The Bond of the Eighth Series shall bear interest at the rate or rates per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest shall be paid on the date or dates on which, and at the same place or places as, interest is payable on the Revenue Bonds.
(e) The payment or payments of principal of the Bond of the Eighth Series shall be equal to the principal amount of, and any premium on, the Revenue Bonds which is due and payable under the Revenue Bond Indenture and shall be payable 2
 
on the date or dates on which, and at the same place or places as, the principal of, and any premium on such Revenue Bonds.
(f) The Mortgage Bond shall be subject to redemption at the same times and in the same amounts as the Revenue Bonds.
(g) The principal amount of and interest on the Bond of the &#xa3;ighth Series shall be payable in lawful money of the Un1ted States of America.
SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer, as defined by the Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of the Eighth Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds.
SECTION 3. If the Revenue Bonds, shall become immediately due and payable, pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture (by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or (c) of Section 8.01 of the Revenue Bond Indenture), the Bond of the Eighth Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Eighth Series upon receipt of a written notice {hereinafter referred to as the 11 Notice 11 ) from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payab1e.
The Notice shal1 direct the Trustee to call the Bond of the Eighth Series for redemption. No notice of redemption of the Bond of the Eighth Series shall be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Eighth Series of any notice of redemption as may be required under Article IX of the Indenture.
The Bond of the Eighth Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of the Bond of the Eighth Series shall be at a redemption price equal to the principal amount of the Bond of the Eighth Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately.
The Bond of the Eighth Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of the Bond of the Eighth Series shall be at a redemption price equal to the principal amount of the Bond of the Eighth Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately.
The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company wi1l deposit immediately with the Trustee~ in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Eighth Series so called for redemption.
The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company wi1l deposit immediately with the Trustee~ in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Eighth Series so called for redemption.
SECTION 4. The Bond of the Eighth Series is not transferable except to a successor Revenue Bond Trustee under the Revenue Bond Indenture.
SECTION 4. The Bond of the Eighth Series is not transferable except to a successor Revenue Bond Trustee under the Revenue Bond Indenture.
SECTION 5. (a) The Bond of the Eighth Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of, premium, if any, and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds. (b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of the Eighth Series shall be fully or 3 partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. (c) The Trustee shall conclusive1y presume that the obligation of the Company to make payments of the principal of or any premium or interest on the Bond of the Eighth Series shall have been fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee sha11 have received written* notice from the Revenue Bond Trustee, signed by a Responsible Officer (as defined in the Revenue Bond Indenture), stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged when due and remain unpaid at the date of such notice. SECTION 6. The form of the Bond of the Eighth Series shall be substantially as follows: 4 (FORM OF BOND OF THE EIGHTH SERIES) KANSAS CITY POWER & LIGHT COMPANY MORTGAGE BOND SERIES 19938 $79,480,000 Bond Number R-1 Kansas City Power & Light Company, a Missour; corporation  
SECTION 5. (a) The Bond of the Eighth Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of, premium, if any, and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds.
("Company"}, for va 1 ue received, hereby promises to pay to The Bank of New Ym 4 k as Trustee under the Indenture dated as of December 1, 1993, between the City of Burlington, Kansas, and such Trustee ("Revenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $79,480,000 or, if less, the aggregate unpaid principa1 amount of all City of Burlington, Kansas Environmental Improvement Revenue Refunding Bonds (Kansas City Power & Light Company Project} Market-Adjusted Tax Exempt Securities--$40,000,000 Series 1993A and $39,480,000 Seri es l 9938 {"Revenue Bonds") outstanding under the Revenue Bond Indenture.
(b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of the Eighth Series shall be fully or 3
The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture.
 
The principal of and any premium or interest on this Bond of the Eighth Series are payable in lawful money of the United States of America. THIS BOND Of THE EIGHTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVENUE BOND INDENTURE.
partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.
(c) The Trustee shall conclusive1y presume that the obligation of the Company to make payments of the principal of or any premium or interest on the Bond of the Eighth Series shall have been fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee sha11 have received written* notice from the Revenue Bond Trustee, signed by a Responsible Officer (as defined in the Revenue Bond Indenture), stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged when due and remain unpaid at the date of such notice.
SECTION 6. The form of the Bond of the Eighth Series shall               be substantially as follows:
4
 
(FORM OF BOND OF THE EIGHTH SERIES)
KANSAS CITY POWER &LIGHT COMPANY MORTGAGE BOND SERIES 19938
                                    $79,480,000 Bond Number R-1 Kansas City Power & Light Company, a Missour; corporation ("Company"}, for va1ue received, hereby promises to pay to The Bank of New Ym k as Trustee under 4
the Indenture dated as of December 1, 1993, between the City of Burlington, Kansas, and such Trustee ("Revenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $79,480,000 or, if less, the aggregate unpaid principa1 amount of all City of Burlington, Kansas Environmental Improvement Revenue Refunding Bonds (Kansas City Power &Light Company Project}
Market-Adjusted Tax Exempt Securities--$40,000,000 Series 1993A and $39,480,000 Seri es l 9938 {"Revenue Bonds") outstanding under the Revenue Bond Indenture. The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture. The principal of and any premium or interest on this Bond of the Eighth Series are payable in lawful money of the United States of America.
THIS BOND Of THE EIGHTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVENUE BOND INDENTURE.
The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of the Eighth Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due 1 the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.
The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of the Eighth Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due 1 the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.
This Bond of the Eighth Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds")
This Bond of the Eighth Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds") known as its uMortgage Bonds," issued and to be is sued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust dated as of December It 1986 ("Indenturen), duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.) Trustee ("Trustee"), to which Indenture and all indentures suppl ementa1 thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of the Eighth Series have the respective meanings set forth in the Indenture. As provided in the Indenture, the Bonds may be various principal sums, are issuable in series, may mature at different times, 5
known as its uMortgage Bonds," issued and to be is sued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust dated as of December It 1986 ("Indenturen), duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.) Trustee ("Trustee"), to which Indenture and all indentures suppl ementa 1 thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of the Eighth Series have the respective meanings set forth in the Indenture.
 
As provided in the Indenture, the Bonds may be various principal sums, are issuable in series, may mature at different times, 5 may bear interest at different rates and may otherwise vary as therein provided; and this Bond of the Eighth Series is the on1y one of the series entitled !!Mortgage Bond Series 19938,n created by a Eighth supplemental Indenture dated as of December 1, 1993, as provided for in the Indenture.
may bear interest at different rates and may otherwise vary as therein provided; and this Bond of the Eighth Series is the on1y one of the series entitled
With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the holders of the Bonds and any coupons; provided, however, that {l) no such Supplemental Indenture shall, without the consent of the holder of each Outstanding Bond affected thereby (A} extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or rates or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage .of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii) no such action which would affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series, the approval of such action on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such two or more series, which need not include 60% in principal amount of Outstanding Bonds of each of such series; provided, however, that, in no event shall such action be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series. In the event that this Bond of the Eighth Series shall not be presented for payment when all Revenue Bonds issued are no 1onger outstanding under the Revenue Bond Indenture, then all liability of the Company to the Registered Holder of this Bond of the Eighth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of the Eighth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and such Registered Holder shall no longer be entitled to any lien or benefit of the Indenture.
!!Mortgage Bond Series 19938,n created by a Eighth supplemental Indenture dated as of December 1, 1993, as provided for in the Indenture. With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the holders of the Bonds and any coupons; provided, however, that {l) no such Supplemental Indenture shall, without the consent of the holder of each Outstanding Bond affected thereby (A} extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or rates or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage .of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii) no such action which would affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series, the approval of such action on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such two or more series, which need not include 60%
in principal amount of Outstanding Bonds of each of such series; provided, however, that, in no event shall such action be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series.
In the event that this Bond of the Eighth Series shall not be presented for payment when all Revenue Bonds issued are no 1onger outstanding under the Revenue Bond Indenture, then all liability of the Company to the Registered Holder of this Bond of the Eighth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of the Eighth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and such Registered Holder shall no longer be entitled to any lien or benefit of the Indenture.
In case an event of Default shall occur. the principal of this Bond of the Eighth Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
In case an event of Default shall occur. the principal of this Bond of the Eighth Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
This Bond of the Eighth Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of any successor in trust}, upon surrender and cancellation of this Bond of the Eighth Series, and upon any such transfer a new registered Bond of the Eighth 6 Series without coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this Bond of the Eighth Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.
This Bond of the Eighth Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of any successor in trust}, upon surrender and cancellation of this Bond of the Eighth Series, and upon any such transfer a new registered Bond of the Eighth 6
No recourse sha 11 be had for the payment of the pri nc i pal of or any premium or interest on this Bond of the Eighth series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or officer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of the Eighth Series and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of the Indenture.
 
Series without coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor.
The Company and the Trustee may deem and treat the person in whose name this Bond of the Eighth Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.
No recourse sha11 be had for the payment of the pri nc i pal of or any premium or interest on this Bond of the Eighth series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or officer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of the Eighth Series and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of the Indenture.
This Bond of the Eighth Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture.
This Bond of the Eighth Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture.
IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Bond of the Eighth Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.
IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Bond of the Eighth Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.
KANSAS CITY POWER & LIGHT COMPANY, Dated: By~---,,.--:-r~..---.-,:-:----,,-----~~
KANSAS CITY POWER & LIGHT COMPANY, Dated:                                     By~---,,.--:-r~..---.-,:-:----,,-----~~
Authorized Signature Attest: Secretary or Assistant Secretary 7
Authorized Signature Attest:
The form of Trustee's certificate to appear on the Bond of the Eighth Series shall be substantially as follows: (FORM OF TRUSTEE'S CERTIFICATE)
Secretary or Assistant Secretary 7
 
The form of Trustee's certificate to appear on the Bond of the Eighth Series shall be substantially as follows:
(FORM OF TRUSTEE'S CERTIFICATE)
This Bond of the Eighth Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Eighth Supplemental Indenture.
This Bond of the Eighth Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Eighth Supplemental Indenture.
UNITED MISSOURI BANK, N.A., as Trustee, By ___ ~-~~----Authorized Signature ARTICLE II. ISSUE OF BOND OF THE EIGHTH SERIES. SECTION 1. The Bond of the Eighth Series may be executed, authenticated and delivered as permitted by the provisions of Article III, IV, V or VI of the Indenture.
UNITED MISSOURI BANK, N.A.,
ARTICLE II I. THE TRUSTEE. SECTION I *. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as herein otherwise provided, no duties, res pons i bil it i es or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on beha1 f of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. 8 ARTICLE IV. MISCELLANEOUS PROVISIONS.
as Trustee, By_ _ _~ - ~ ~ - - - -
Authorized Signature ARTICLE II.
ISSUE OF BOND OF THE EIGHTH SERIES.
SECTION 1. The Bond of the Eighth Series may be executed, authenticated and delivered as permitted by the provisions of Article III, IV, V or VI of the Indenture.
ARTICLE II I.
THE TRUSTEE.
SECTION I *. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
Except as herein otherwise provided, no duties, res pons i bil it i es or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on beha1 f of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length.
8
 
ARTICLE IV.
MISCELLANEOUS PROVISIONS.
SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, shall be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, shall be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of the Eighth Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or 1n respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of the Eighth Series issued and to be issued under the Indenture and secured thereby. SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended) inure to the benefit of its successors and assigns, whether so expressed or not. SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof. SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument.
SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of the Eighth Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or 1n respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of the Eighth Series issued and to be issued under the Indenture and secured thereby.
9
SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended) inure to the benefit of its successors and assigns, whether so expressed or not.
* -.-. IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this S~pplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant secretaries, and UNITED MISSOURI BANK, N.A., as Trustee as aforesaid, has caused the same to be executed by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written. ATTEST: ls/Jeanie Sell Latz (Jeanie Sell Latz) ATTEST: /s/R. William Bloemker (R. William B1oemker)
SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof.
KANSAS CITY POWER & LIGHT COMPANY, By_.1../.:2,S/:..!cB~ . .....lJ~*-=.:;Be::.:!a~yd::,:O~i...:.:.n
SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument.
__ (B. J. Beaudoin)
9
UNITED MISSOURI BANK, N.A., By ls/Frank C. Bramwell (Frank C. Bramwell) 10 , ."'>-, '; , ';~}~?/1{1:~:~~:;~'L.:~:  
 
..
IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this S~pplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant secretaries, and UNITED MISSOURI BANK, N.A., as Trustee as aforesaid, has caused the same to be executed by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written.
STATE OF MISSOURI COUNTY OF JACKSON ) } } ss On this 29th day of November, 1993, before me, a Notary Public in and for said County 1n the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal aff;xed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said 8. J. Beaudoin acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
KANSAS CITY POWER & LIGHT COMPANY, By_.1../.:2,S/:..!cB~......lJ~*-=.:;Be::.:!a~yd::,:O~i...:.:.n_ _
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. (SEAL} My commission expires February 25, 1995 11 ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri
(B. J. Beaudoin)
,' l STATE OF MISSOURI COUNTY OF JACKSON ) } ss ) On this 29th day of November, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, who, being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A., a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
ATTEST:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. {SEAL) My commission expires February 25, 1995 12 /s/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri Net income (loss) Add Equity investment (income) loss Income subtotal Add Income tax expense Kansas City earnings tax Total taxes on income Interest on value ofleased property Interest on long-term debt Interest on short-term debt Other interest expense and amortization Total fixed charges Preferred dividend requirements(h)
ls/Jeanie Sell Latz (Jeanie Sell Latz)
Combined fixed charges and preferred dividend requirements Earnings before taxes on income and fixed charges Ratio of earnings to fixed charges GREAT PLAINS ENERGY INCORPORATED COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDEND REQUIREMENTS 2017 2016 2015 (millions)  
UNITED MISSOURI BANK, N.A.,
$ (106.2) $ 290.0 $ 213.0 (2.5) (2.0) (1.2) (108.7) 288.0 211.8 233.3 172.2 122.7 0.4 0.2 (0.5) 233.7 172.4 122.2 4.9 5.1 5.2 252.9 199.8 193.9 13.1 13.5 6.1 32.4 36.3 6.8 303.3 254.7 212.0 (44.7) 26.3 (a) 258.6 281.0 212.0 $ 428.3 $ 715.l $ 546.0 1.41 2.81 2.58 Ratio of earnings to combined fixed charges and preferred dividend requirements 1.66 2.54 2.58 (a} Prior to 2016, Great Plains Ener1,,y's preferred dividends were insignificant.
By ls/Frank C. Bramwell (Frank C. Bramwell)
Exhibit 12.J 2014 2013 $ 242.8 $ 250.2 0.2 242.8 250.4 115.7 129.2 0.3 0.1 116.0 129.3 5.2 5.5 195.0 195.5 5.1 7.6 3.3 8.2 208.6 216.8 (a) (a) 208.6 216.8 $ 567.4 $ 596.5 2.72 2.75 2.72 2.75 (b) Preferred stock dividend requirements have been grossed up by the effective tax rate for the period. The negative preferred dividend requirement in 2017 is a result of Great Plains Energy's effective income tax rate of 183.5% in 20 l 7 that includes the impacts of non-deductible transaction costs related to the anticipated merger with Westar and the revaluation of deferred income taxes and other initial effects resulting from the enactment of U.S. federal income tax reform.
ATTEST:
Net income Add Income tax expense Kansas City earnings tax Total taxes on income Interest on value of leased property Interest on long-term debt Interest on short-term debt Other interest expense and amortization Total fixed charges Earnings before taxes on income and fixed charges Ratio of earnings to fixed charges KANSAS CITY POWER & LIGHT COMPANY COMPUTATION OF RA TIO OF EARNINGS TO FIXED CHARGES 2017 2016 2015 (millions)
      /s/R. William Bloemker (R. William B1oemker) 10
$ 179.8 $ 225.0 $ 152.8 128.2 121.9 76.8 0.4 0.2 (0.5) 128.6 122.l 76.3 4.7 5.0 5.0 136.1 137.8 131.8 5.0 3.3 4.0 4.7 4.8 4.7 150.5 150.9 145.5 $ 458.9 $ 498.0 $ 374.6 3.05 3.30 2.57 Exhibit 12.2 2014 2013 $ 162.4 $ 169.0 75.7 79.8 0.3 76.0 79.8 4.9 5 .I 128.8 128.l 2.9 3.4 4.7 5.1 141.3 141.7 $ 379.7 $ 390.5 2.69 2.76 Exhibit 21.1 Subsidiaries of Great Plains Energy Incorporated (I) Name of Company State of Incorporation Kansas City Power & Light Company Missouri KCP&L Greater Missouri Operations Company Delaware (I) Certain subsidiaries of Great Plains Energy Incorporated have been omitted pursuant to Item 60 I (b )(21 )(ii) of Regulation S-K.
                                      , ';~}~?/1{1:~:~~:;~'L.:~: .
Exhibit 23 .1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement, as amended, No. 333-212513 on Form S-4, Registration Statement, as amended, No. 333-202692 on Form S-3 and Registration Statement No. 333-202693 on Form S-3 and Registration Statement Nos. 333-132828, 333-142774, 333-147939, 333-152313, 333-176840, and 333-180327 on Fom1 S-8 ofour reports dated February 21, 2018, relating to the consolidated financial statements and financial statement schedules of Great Plains Energy Incorporated and subsidiaries, and the effectiveness of Great Plains Energy Incorporated and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Fonn 10-K of Great Plains Energy Incorporated for the year ended December 31, 2017. ls/DELOITTE
 
& TOUCHE LLP Kansas City, Missouri February 21, 2018 Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement, as amended, No. 333-202692-01 on Form S-3 of our reports dated February 21, 2018, relating to the consolidated financial statements and financial statement schedule of Kansas City Power & Light Company and subsidiaries, and the effectiveness of Kansas City Power & Light Company and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Fom1 10-K of Kansas City Power & Light Company for the year ended December 31, 2017. ls/DELOITTE
STATE OF MISSOURI   )
& TOUCHE LLP Kansas City, Missouri February 21, 2018 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
                    }  ss COUNTY OF JACKSON   }
On this 29th day of November, 1993, before me, a Notary Public in and for said County 1n the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal aff;xed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said 8. J. Beaudoin acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL}
My commission expires February 25, 1995 11
 
STATE OF MISSOURI   )
                        } ss COUNTY OF JACKSON   )
On this 29th day of November, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, who, being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A., a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
                                                      /s/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri
{SEAL)
My commission expires February 25, 1995 12 l
 
Exhibit 12.J GREAT PLAINS ENERGY INCORPORATED COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDEND REQUIREMENTS 2017                  2016                2015                2014            2013 (millions)
Net income (loss)                                                                   $    (106.2)      $      290.0      $        213.0        $      242.8      $      250.2 Add Equity investment (income) loss                                                            (2.5)                (2.0)               (1.2)                                   0.2 Income subtotal                                                                      (108.7)               288.0               211.8               242.8            250.4 Add Income tax expense                                                                        233.3                172.2               122.7               115.7            129.2 Kansas City earnings tax                                                                      0.4                 0.2                 (0.5)               0.3                0.1 Total taxes on income                                                                  233.7               172.4               122.2               116.0            129.3 Interest on value ofleased property                                                          4.9                 5.1                 5.2                 5.2                5.5 Interest on long-term debt                                                                252.9               199.8               193.9               195.0            195.5 Interest on short-term debt                                                                13.1                13.5                  6.1                5.1               7.6 Other interest expense and amortization                                                      32.4               36.3                   6.8                 3.3               8.2 Total fixed charges                                                                    303.3                254.7                212.0               208.6            216.8 Preferred dividend requirements(h)                                                          (44.7)               26.3             (a)                  (a)               (a)
Combined fixed charges and preferred dividend requirements                                                                  258.6                281.0               212.0               208.6            216.8 Earnings before taxes on income and fixed charges                                                      $     428.3       $       715.l       $       546.0       $      567.4      $      596.5 Ratio of earnings to fixed charges                                                          1.41               2.81                 2.58                 2.72              2.75 Ratio of earnings to combined fixed charges and preferred dividend requirements                                                     1.66               2.54                 2.58                 2.72              2.75 (a} Prior to 2016, Great Plains Ener1,,y's preferred dividends were insignificant.
(b) Preferred stock dividend requirements have been grossed up by the effective tax rate for the period. The negative preferred dividend requirement in 2017 is a result of Great Plains Energy's effective income tax rate of 183.5% in 20 l 7 that includes the impacts of non-deductible transaction costs related to the anticipated merger with Westar and the revaluation of deferred income taxes and other initial effects resulting from the enactment of U.S. federal income tax reform.
 
Exhibit 12.2 KANSAS CITY POWER & LIGHT COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2017        2016          2015          2014      2013 (millions)
Net income                                                $    179.8  $    225.0  $      152.8   $   162.4 $   169.0 Add Income tax expense                                              128.2       121.9          76.8        75.7      79.8 Kansas City earnings tax                                          0.4        0.2           (0.5)       0.3 Total taxes on income                                      128.6        122.l          76.3        76.0      79.8 Interest on value of leased property                              4.7        5.0            5.0        4.9        5 .I Interest on long-term debt                                      136.1        137.8          131.8      128.8      128.l Interest on short-term debt                                       5.0        3.3            4.0        2.9        3.4 Other interest expense and amortization                           4.7        4.8            4.7        4.7        5.1 Total fixed charges                                        150.5        150.9          145.5      141.3      141.7 Earnings before taxes on income and fixed charges                               $    458.9  $    498.0  $      374.6  $  379.7  $  390.5 Ratio of earnings to fixed charges                               3.05        3.30          2.57        2.69      2.76
 
Exhibit 21.1 Subsidiaries of Great Plains Energy Incorporated (I)
Name of Company                                              State of Incorporation Kansas City Power & Light Company                                      Missouri KCP&L Greater Missouri Operations Company                              Delaware (I) Certain subsidiaries of Great Plains Energy Incorporated have been omitted pursuant to Item 60 I (b )(21 )(ii) of Regulation S-K.
 
Exhibit 23 .1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement, as amended, No. 333-212513 on Form S-4, Registration Statement, as amended, No. 333-202692 on Form S-3 and Registration Statement No. 333-202693 on Form S-3 and Registration Statement Nos. 333-132828, 333-142774, 333-147939, 333-152313, 333-176840, and 333-180327 on Fom1 S-8 ofour reports dated February 21, 2018, relating to the consolidated financial statements and financial statement schedules of Great Plains Energy Incorporated and subsidiaries, and the effectiveness of Great Plains Energy Incorporated and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Fonn 10-K of Great Plains Energy Incorporated for the year ended December 31, 2017.
ls/DELOITTE & TOUCHE LLP Kansas City, Missouri February 21, 2018
 
Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement, as amended, No. 333-202692-01 on Form S-3 of our reports dated February 21, 2018, relating to the consolidated financial statements and financial statement schedule of Kansas City Power &
Light Company and subsidiaries, and the effectiveness of Kansas City Power & Light Company and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Fom1 10-K of Kansas City Power & Light Company for the year ended December 31, 2017.
ls/DELOITTE & TOUCHE LLP Kansas City, Missouri February 21, 2018
 
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his tme and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Repo1t on Fom1 I 0-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his tme and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Repo1t on Fom1 I 0-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13 1 h day ofFebmary 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl David. L. Bodde David L. Bodde ss On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13 1h day ofFebmary 2018.
Isl David. L. Bodde David L. Bodde STATE OF MISSOURI                                )
                                                      )            ss COUNTY OF JACKSON                                )
On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Teny Bassham or Heather A. Humphrey, his ttue and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confinning all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Teny Bassham or Heather A. Humphrey, his ttue and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confinning all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnaty 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) /s/ Randall C. Ferguson, Jr. Randall C. Ferguson, Jr. ss On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Randall C. Ferguson, Jr., to be known to be the person described in and who executed the foregoing insttument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 /s/ Annette G. Carter N otaty Public Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this           13th day ofFebrnaty 2018.
                                                            /s/ Randall C. Ferguson, Jr.
Randall C. Ferguson, Jr.
STATE OF MISSOURI                                )
                                                  )            ss COUNTY OF JACKSON                                )
On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Randall C.
Ferguson, Jr., to be known to be the person described in and who executed the foregoing insttument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
                                                            /s/ Annette G. Carter N otaty Public My Commission Expires:
October 6, 2021
 
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnary 2018. ST A TE OF MISSOURI COUNTY OF JACKSON ) ) ) /s/ Gary D. Forsee Gary D. Forsee ss On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Gary D. Forsee, to be known to be the person described in and who executeq the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnary 2018.
                                                            /s/ Gary D. Forsee Gary D. Forsee ST A TE OF MISSOURI                              )
                                                    )            ss COUNTY OF JACKSON                                )
On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Gary D. Forsee, to be known to be the person described in and who executeq the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of February 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl Scott D. Grimes Scott D. Grimes ss On this 13th day of February 2018, before me the undersigned, a Notary Public, personally appeared Scott D. Grimes, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this           13th day of February 2018.
Isl Scott D. Grimes Scott D. Grimes STATE OF MISSOURI                                )
                                                  )              ss COUNTY OF JACKSON                                )
On this 13th day of February 2018, before me the undersigned, a Notary Public, personally appeared Scott D. Grimes, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
1N WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebruaiy 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) /s/ Thomas D. Hyde Thomas D. Hyde ss On this 13th day of February 2018, before me the undersigned, a Notaiy Public, personally appeared Thomas D. Hyde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknow !edged that he executed the same as his free act and deed. 1N TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter N otaiy Public ---*-*---**---------*
1N WITNESS WHEREOF, I have hereunto set my hand and seal this           13th day ofFebruaiy 2018.
*-----*---
                                                            /s/ Thomas D. Hyde Thomas D. Hyde STATE OF MISSOURI                                  )
                                                    )            ss COUNTY OF JACKSON                                  )
On this 13th day of February 2018, before me the undersigned, a Notaiy Public, personally appeared Thomas D. Hyde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknow !edged that he executed the same as his free act and deed.
1N TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter N otaiy Public My Commission Expires:
October 6, 2021
 
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her trne and lawfol attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Repo1t on Forn1 10-K and any amendments thereto, hereby granting unto such attorney and agent foll power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her trne and lawfol attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Repo1t on Forn1 10-K and any amendments thereto, hereby granting unto such attorney and agent foll power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of Febrnmy 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl Ann D. Murtlow Ann D. Murtlow ss On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Ann D. Murtlow, to be known to be the person described in and who executed the foregoing instrnment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of Febrnmy 2018.
Isl Ann D. Murtlow Ann D. Murtlow STATE OF MISSOURI                                )
                                                  )            ss COUNTY OF JACKSON                                )
On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Ann D. Murtlow, to be known to be the person described in and who executed the foregoing instrnment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her tme and Iawfol attorney and agent, with foll power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby gnmting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her tme and Iawfol attorney and agent, with foll power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby gnmting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl Sandra J. Price Sandra J. Price ss On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Sandra J. Price, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24. l POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018.
Isl Sandra J. Price Sandra J. Price STATE OF MISSOURI                                )
                                                    )            ss COUNTY OF JACKSON                                )
On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Sandra J. Price, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24. l POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnary 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl John J. Sherman John J. Sherman ss On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared John J. Shennan, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Cormnission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnary 2018.
Isl John J. Sherman John J. Sherman STATE OF MISSOURI                                  )
                                                    )            ss COUNTY OF JACKSON                                  )
On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared John J. Shennan, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Cormnission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. ST A TE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl David L. Bodde David L. Bodde ss On this 13 1 h day of February 2018, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Co1mnission Expires: October 6, 2021 /s/ Annette G. Carter Notary Public Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this           13th day ofFebmary 2018.
Isl David L. Bodde David L. Bodde ST A TE OF MISSOURI                              )
                                                  )              ss COUNTY OF JACKSON                                )
On this 13 1h day of February 2018, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
                                                                  /s/ Annette G. Carter Notary Public My Co1mnission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of February 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) /s/ Randall C. Ferguson, Jr. Randall C. Ferguson, Jr. ss On this 13th day ofFebruaiy 2018, before me the undersigned, a N otmy Public, personally appeared Randall C. Ferguson, Jr., to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 /s/ Annette G. Carter Notary Public Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of February 2018.
                                                            /s/ Randall C. Ferguson, Jr.
Randall C. Ferguson, Jr.
STATE OF MISSOURI                                )
                                                    )              ss COUNTY OF JACKSON                                )
On this 13th day ofFebruaiy 2018, before me the undersigned, a N otmy Public, personally appeared Randall C.
Ferguson, Jr., to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
                                                                  /s/ Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. STA TE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl Gar,y D. Forsee Gary D. Forsee ss On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Gary D. Forsee, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. J IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018.
Isl Gar,y D. Forsee Gary D. Forsee STA TE OF MISSOURI                                )
                                                    )              ss COUNTY OF JACKSON                                )
On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Gary D. Forsee, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
J IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnaiy 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl Scott D. Grimes Scott D. Grimes ss On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Scott D. Grimes, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this         13th day ofFebrnaiy 2018.
Isl Scott D. Grimes Scott D. Grimes STATE OF MISSOURI                                  )
                                                    )            ss COUNTY OF JACKSON                                  )
On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Scott D. Grimes, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his ttue and lawful attorney and agent. with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his ttue and lawful attorney and agent. with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmruy 2018. STA TE OF MISSOURI COUNTY OF JACKSON ) ) ) /s/ Thomas D. Hyde Thomas D. Hyde ss On this 13th day ofFebrnary 2018, before me the undersigned, a Nota1y Public, personally appeared Thomas D. Hyde, to be known to be the person described in and who executed the foregoing instmment.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmruy 2018.
and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My C01mnission Expires: October 6, 2021 /s/ Annette G. Carter Notary Public Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
                                                            /s/ Thomas D. Hyde Thomas D. Hyde STA TE OF MISSOURI                              )
                                                  )              ss COUNTY OF JACKSON                              )
On this 13th day ofFebrnary 2018, before me the undersigned, a Nota1y Public, personally appeared Thomas D. Hyde, to be known to be the person described in and who executed the foregoing instmment. and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
                                                            /s/ Annette G. Carter Notary Public My C01mnission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Form I 0-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Form I 0-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl Ann D. Murtlow Ann D. Murtlow ss On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Ann D. Murtlow, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public ----*-----------**
IN WITNESS WHEREOF, I have hereunto set my hand and seal this         13th day ofFebmary 2018.
Isl Ann D. Murtlow Ann D. Murtlow STATE OF MISSOURI                                )
                                                    )            ss COUNTY OF JACKSON                                )
On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Ann D. Murtlow, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby gmnting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confinning all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby gmnting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confinning all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. STA TE OF MISSOURI COUNTY OF JACKSON ) ) ) Isl Sandra J. Price Sandra J. Price ss On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Sandra J. Price, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 Isl Annette G. Carter Notary Public Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
IN WITNESS WHEREOF, I have hereunto set my hand and seal this           13th day ofFebmary 2018.
Isl Sandra J. Price Sandra J. Price STA TE OF MISSOURI                              )
                                                  )              ss COUNTY OF JACKSON                                )
On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Sandra J. Price, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Isl Annette G. Carter Notary Public My Commission Expires:
October 6, 2021
 
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. STATE OF MISSOURI COUNTY OF JACKSON ) ) ) /s/ John J. She1man John J. Sherman ss On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared John J. Shennan, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. My Commission Expires: October 6, 2021 /s/ Annette G. Carter Notary Public Exhibit 31.1 CERTIFICATIONS I, Terry Bassham, certify that: 1. I have reviewed this annual report on Form I 0-K of Great Plains Energy Incoiporated;  
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018.
: 2. Based on my knowledge, this report does not contain any untrue statement ofa 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 l 3a-15(e) and 1 Sd-1 S(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-l S(f) and 1 Sd-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour 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 contro 1 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 puiposes 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):
                                                            /s/ John J. She1man John J. Sherman STATE OF MISSOURI                                )
Date: (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.
                                                  )              ss COUNTY OF JACKSON                                )
February 21, 2018 /s/ Teny Bassham Terry Bassham Chairman, Chief Executive Officer and President i I Exhibit 31.2 CERTIFICATIONS I, Kevin E. Bryant, certify that: 1. I have reviewed this annual report on Fonn 10-K of Great Plains Energy Incorporated;  
On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared John J. Shennan, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed.
: 2. Based on my knowledge, this report does not contain any untrue statement ofa 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 infonnation included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying office!{s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and l Sd-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 office!{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):
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.
Date: (a) All significant deficiencies and material weaknesses in the design oroperation 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.
                                                                  /s/ Annette G. Carter Notary Public My Commission Expires:
February 21, 2018 ls/Kevin E. B1Vant Kevin E. Bryant Senior Vice President  
October 6, 2021
-Finance and Strategy and Chief Financial Officer Exhibit 31.3 CERTIFICATIONS I, Terry Bassham, certify that: l. I have reviewed this annual report on Form 10-K of Kansas City Power & Light Company; 2. Based on my knowledge, this report docs not contain any untrue statement ofa 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 th is 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 officet(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-l 5(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules l 3a-l 5(f) and I5(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 ofthe 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: February 21,2018 Isl Terry Bassham Terry Bassham Chairman, ChiefExccutive Officer and President Exhibit 31.4 CERTIFICATIONS I, Kevin E. Bryant, certify that: I. I have reviewed this annual report on Form 10-KofKansas City Power& Light Company; 2. Based on my knowledge, this report docs not contain any untrue statement ofa 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-l 5(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-l 5(f) and l 5d-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 underour 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 ofthe end ofthe 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):
i Exhibit 31.1 CERTIFICATIONS I, Terry Bassham, certify that:
Date: (a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, sununarize 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.
: 1.       I have reviewed this annual report on Form I 0-K of Great Plains Energy Incoiporated;
February 21, 2018 /s/ Kevin E. Bryant Kevin E. Bryant Senior Vice President  
: 2.       Based on my knowledge, this report does not contain any untrue statement ofa 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;
-Finance and Strategy and Chief Financial Officer Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002 Exhibit 32.1 In connection with the Annual Report on Fonn 10-KofGreat Plains Energy Incoiporated (the "Company")
: 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;
for the annual period ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), Terry Bassham, as Chairman, President and Chief Executive Officer of the Company, and Kevin E. Bryant, as Senior Vice President  
: 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 l 3a-15(e) and 1Sd-1 S(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-l S(f) and 1Sd-15(f)) for the registrant and have:
-Finance and Strategy and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (I) The Report fully complies with the requirements of Section I 3(a) or l 5(d) of the Securities Exchange Act of 1934; and (2) The infonnation contained in the Report fairly presents, in all material respects, the financial condition and results ofopcrations ofthe Company. Name: Title: Date: Name: Title: Date: Isl Terry Bassham Terry Bassham Chainnan, President and Chief Executive Officer February 21, 2018 /s/Keyin E. Bzyant Kevin E. Bryant Senior Vice President -Finance and Strategy and ChiefFinancial Officer February 21, 2018 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002 Exhibit 32.2 In connection with the Annual Report on Form I 0-KofKansas City Power & Light Company (the "Company")
(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour 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 contro 1over 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 puiposes 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
for the annual period ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), Terry Bassham, as Chairman, President and ChiefExecutive Officer of the Company, and Kevin E. Bryant, as Senior Vice President  
: 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):
-Finance and Strategy and ChiefFinancial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbancs-Oxley Act of 2002, that, to the best of his knowledge: (I) 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 ofoperations of the Company. Name: Title: Date: Name: Title: Date: Isl Terry Bassham Terry Bassham Chairman, President and Chief Executive Officer February 21, 2018 Isl Kevin E. Bryant Kevin E. Bryant Senior Vice President  
(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.
-Finance and Strategy and ChiefFinancial Officer February 21, 2018   
Date:        February 21, 2018                                                                     /s/ Teny Bassham Terry Bassham Chairman, Chief Executive Officer and President
 
Exhibit 31.2 CERTIFICATIONS I, Kevin E. Bryant, certify that:
: 1.       I have reviewed this annual report on Fonn 10-K of Great Plains Energy Incorporated;
: 2.       Based on my knowledge, this report does not contain any untrue statement ofa 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 infonnation included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report;
: 4.       The registrant's other certifying office!{s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and l Sd-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 office!{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 oroperation 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:      February 21, 2018                                                                       ls/Kevin E. B1Vant Kevin E. Bryant Senior Vice President - Finance and Strategy and Chief Financial Officer
 
Exhibit 31.3 CERTIFICATIONS I, Terry Bassham, certify that:
: l.       I have reviewed this annual report on Form 10-K of Kansas City Power & Light Company;
: 2.       Based on my knowledge, this report docs not contain any untrue statement ofa 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 th is 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 officet(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-l 5(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules l 3a-l 5(f) and 15d-I5(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 ofthe 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:             February 21,2018                                                   Isl Terry Bassham Terry Bassham Chairman, ChiefExccutive Officer and President
 
Exhibit 31.4 CERTIFICATIONS I, Kevin E. Bryant, certify that:
I.       I have reviewed this annual report on Form 10-KofKansas City Power& Light Company;
: 2.       Based on my knowledge, this report docs not contain any untrue statement ofa 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-l 5(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-l 5(f) and l 5d-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 underour 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 ofthe end ofthe 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 oroperation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, sununarize 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:        February 21, 2018                                                                     /s/ Kevin E. Bryant Kevin E. Bryant Senior Vice President - Finance and Strategy and Chief Financial Officer
 
Exhibit 32.1 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002 In connection with the Annual Report on Fonn 10-KofGreat Plains Energy Incoiporated (the "Company") for the annual period ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), Terry Bassham, as Chairman, President and Chief Executive Officer of the Company, and Kevin E. Bryant, as Senior Vice President - Finance and Strategy and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(I)   The Report fully complies with the requirements of Section I 3(a) or l 5(d) of the Securities Exchange Act of 1934; and (2)   The infonnation contained in the Report fairly presents, in all material respects, the financial condition and results ofopcrations ofthe Company.
Isl Terry Bassham Name:                Terry Bassham
 
==Title:==
Chainnan, President and Chief Executive Officer Date:                February 21, 2018
                      /s/Keyin E. Bzyant Name:                Kevin E. Bryant
 
==Title:==
Senior Vice President -Finance and Strategy and ChiefFinancial Officer Date:                February 21, 2018
 
Exhibit 32.2 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002 In connection with the Annual Report on Form I 0-KofKansas City Power & Light Company (the "Company") for the annual period ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), Terry Bassham, as Chairman, President and ChiefExecutive Officer of the Company, and Kevin E. Bryant, as Senior Vice President - Finance and Strategy and ChiefFinancial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbancs-Oxley Act of 2002, that, to the best of his knowledge:
(I) 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 ofoperations of the Company.
Isl Terry Bassham Name:                  Terry Bassham
 
==Title:==
Chairman, President and Chief Executive Officer Date:                  February 21, 2018 Isl Kevin E. Bryant Name:                  Kevin E. Bryant
 
==Title:==
Senior Vice President - Finance and Strategy and ChiefFinancial Officer Date:                  February 21, 2018
 
Contents Page Financial Statements                                                Page Organization and Resources .... .. .. ........... ....... ... 1              Balance Sheets ........... .. .. ......... ..... ..... .. .... .... 16-17 Leadership Message .... ...... ... ...... .. ....... ............ 2-5        Statements of Margin ..... ........... ....... ...... ..... .... .. 18 2017 Highlights .. .. .. .. ....... .... ............. ... ............. 6-8 Statements of Patronage Capital. .... .... ....... ...... 19 KEPCo Trustees and Managers ...... .... ......... .9-12                      Statements of Cash Flows ... ........ .. .... .... .... ....... 20 Operating Statistics .. ....... .... ... ........ ............. ...... 13    Notes to Financial Statements ......... ..... .... ... 21 -40 Report of Independent Public Accountants .. 14-15                            Mission & Vision Statement/ Area Map .. .... ..... .41 KEPCo Staff Marcus Harris ... ......... .... Executive Vice President                    Robert Hammersmith ........ ....... .. .. .. .... Sr. SCADA/
                                  & Chief Executive Officer                                                                    Metering Technician Mark Barbee .......... .. ......... .Senior Vice President                  Shari Koch .. ..... .... ..... ..... .... ... .Finance & Accounts of Engineering and Operations                                                            Payable/Payroll Specialist 2 Coleen Wells ...... ...... .. ....... Senior Vice President                  Melissa Kerstiens ... .. ... ... Administrative Assistant/
                                    & Chief Financial Officer                                                                            Receptionist Suzanne Lane ............ .Vice President - Member                          Mitch Long .............. ... ... ... .. ......... .. .... . Sr. SCADA/
Services and Government Affairs                                                                            Metering Technician Stephanie Anderson ..... .............. ... .... ... .... Finance            Matt Ottman .. .... lnformation System Specialist 2
                                            & Benefits Analyst 2 Chris Davidson .......... ... .. .. ..... ... ........ ... .Engineer 3      John Payne ... .... ... ... ..... ... ...... .. ..... Senior Engineer Terry Deutscher .... ..... .. .... ....... .. Manager, SCADA                Rita Petty ... .. .. ...... ... .. ... .... .... .. Executive Assistant
                                        & Meter Maintenance                                                & Manager of Office Services Mark Doljac ......... .. . ... .. . ..... .. .Executive Director            Kelsey Schrempp ......... .. Administrative Assistant of Regulatory Affairs & Planning                                                                          & Benefits Specialist Carol Gardner ........... .......... Operations Analyst 2                    Paul Stone .... .......... ..... ..... .. ... ..... System Operator Shawn Geil. .. ............. .... .... ..... ..Executive Director            Jill Taggart ...... Director of Forecasting & Planning of Technical & Energy Services Phil Wages .. ..... ...... Director of Member Services, Maurice Hall. ...... Sr. SCADA/Metering Technician                                Government Affairs & Business Development
 
Organization and Resources Kansas Electric Power Cooperative, Inc. (KEPCo) , headquartered in Topeka, Kansas , was incorporated in 1975 as a not-for-profit generation and transmission cooperative (G&T). It is KEPCo's responsibility to procure an adequate and reliable power supply for its nineteen distribution rural electric cooperative members at a reasonable cost.
Through their combined resources, KEPCo members support a wide range of other services , such as rural economic development, marketing, power requirement and engineering studies, and rate design , among others .
KEPCo is governed by a Board of Trustees representing its nineteen members which collectively serve more than 120,000 electric meters in two-thirds of Kansas . The KEPCo Board of Trustees meets reg ularly to establish policies and act on issues that often include recommendations from working committees of the Board and KEPCo staff. The Board also elects a seven-person Executive Committee which includes the President, Vice President, Secretary, Treasurer, and three additional Executive Committee members.
KEPCo was granted a limited certificate of convenience and authority by the Kansas Corporation Commission in 1980 to act as a G&T public utility. KEPCo 's power supply resources consist of: 70 MW of owned generation from the Wolf Creek Generating Station ; 30 MW of owned generation from the Iatan 2 Generating Unit; the 20 MW Sharpe Generating Station located in Coffey County; Prairie Sky Solar, a 1 MW solar facility in Butler County; hydropower purchases of an equivalent 100 MW from the Southwestern Power Administration and 13 MW from the Western Area Power Administration ; and partial requirement power purchases from regional utilities.
KEPCo is a Touchstone Energy Cooperative. Touchstone Energy is a nationwide alliance of more than 750 cooperatives committed to promoting the core strengths of electric cooperatives -
integrity, accountability, innovation, personal service and a legacy of community commitment. The national program is anchored by the motto "The Power of Human Connections."
Kansas Electric Power Cooperative, Inc.
P.O. Box 4877 Topeka , KS 66604 600 SW Corporate View Topeka, KS 66615 (785) 273-7010 www.kepco .org A Touchstone Energy Cooperative        ~T~
1
 
2017 Message from Kevin Compton KEPCo President Marcus Harris Executive Vice President
        & Chief Executive Officer Mr. Kevin Compton , KEPCo President, and Mr. Marcus Harris, KEPCo EVP &
CEO .
The role and responsibility of a generation and transmission electric cooperative utility is many faceted . Securing a reliable , economic, and safe power supply has always been at the forefront of our obligation to KEPCo's member cooperatives.
In 2016 , Westar Energy announced its plans to be acquired by Great Plains Energy (GPE) .
KEPCo has a purchase power agreement with Westar Energy until 2045 , and has several other interests with Westar Energy and GPE.
The acquisition of Westar Energy by GPE faced several regulatory approvals , one of which was by the Kansas Corporation Commission (KCC) . KEPCo intervened in the case to protect its interests and those of its member cooperatives . In April of 2017, the KCC ruled unanimously against the proposed acquisition , citing in their ruling many of the concerns made by KEPCo during the              ~
hearing .                                                                                                    i
                                                                                                            ~
In August of 2017 , Westar Energy and GPE announced their intention of merging the two                    ~
companies as equals , rather than an acquisition , and subsequently filed the merger agreement with          ~
the KCC and other regulatory bodies.
KEPCo intervened in the proposed merger and will again monitor the merger proceedings with the intent of protecting the interests of KEPCo and its member cooperatives. A final ruling by the KCC is expected in June of 2018 .
2
 
In the ever-evolving world of technology, consumers are demanding choices that will allow them to manage their energy needs, both dependent and independent of the utility, reduce their environmental footprint, and have access to technology that allows them to be more productive, efficient, and comfortable in their day-to-day lives. Technologies such as photovoltaic units, battery storage , high-efficiency HVAC units, smart home devices, and electric vehicles are just a few on the list of products and services impacting the utility industry. KEPCo is studying these various technologies to find beneficial and economic ways for electric cooperative members to save energy through better products and innovative solutions .
One technology that KEPCo invested a great deal of time researching and establishing a better understanding of in 2017 was electric vehicles and their impact to KEPCo when a significant number of vehicles in our members' territories is reached. Electric vehicles have the potential to impact the utility industry in ways no other technology has before and KEPCo fully supports their promotion and adoption . KEPCo views electric vehicles as a technology that holds promise of flattening our load duration curve, thus providing a positive economic impact to our member cooperatives. In support of the adoption of electric vehicles, KEPCo applied for a grant through the Kansas Department of Health and Environment to place thirty-eight electric vehicle charging stations within the service territories of KEPCo's nineteen member electric cooperatives. The grant money was made available as part of the Volkswagen settlement with the Environmental Protection Agency. Kansas will receive in excess of $15 million , to be dispersed over a ten-year period beginning in 2018.
KEPCo installed its first utility-scale solar farm in 2017. Prairie Sky Solar was placed into service on February 21 and reduced KEPCo's      power    purchase obligations from other suppliers.
Prairie Sky Solar was added to KEPCo's diverse energy mix to Prairie Sky Solar ribbon cutting with Governor Sam Brownback (third from left), supply energy throughout the KEPCo Board members, and KEPCo staff.                                          year with the added benefit of offsetting capacity needs over KEPCo 's summer peak. As a bonus , with the addition of Prairie Sky Solar, KEPCo 's non-greenhouse gas emitting resource mix improved to where KEPCo now generates approximately 53% of its energy with non-greenhouse gas emitting resources. Not many utilities across the country can make such a claim .
Tantamount to providing an economical power supply is the ability to control costs. As a transmission-dependent utility, KEPCo has been experiencing escalating transmission costs over the past few years, primarily attributed to the construction of renewable energy and associated transmission line build-out and significant investments in transmission infrastructure by area utilities .
Recognizing this trend , the KEPCo Board of Trustees approved the necessary amendment to existing policies that will allow and enable KEPCo to participate in economically viable transmission projects in the future. This amendment is pending Rural Utilities Service (RUS) approval.
3
 
Critical to managing wholesale energy costs is the ability of KEPCo and its member cooperatives to control peak demand . For decades, KEPCo and its member cooperatives have managed peak loads using various demand-side        management      programs        and incentives.      KEPCo's demand management program has resulted in millions of dollars in savings for our member cooperatives and ultimately, the members of our member distribution cooperatives . To augment KEPCo's KEPCo member cooperative distributed generation .      existing programs, KEPCo presented to the RUS an addendum to a current Board Policy that would allow KEPCo 's member cooperatives to add an additional ten percent in distributed generation, five percent of which will be solar generation , to the current five percent distributed generation allowance. The addendum, if approved , will provide our member cooperatives the ability to enhance their fiscal management controls by offsetting demand by utilizing their own generation .
Through prudent and diligent fiscal management, KEPCo was able to return $15 million in 2017 to its member cooperatives through its Margin Stabilization Adjustment (MSA). The MSA was instituted in 2011 as a method to keep KEPCo 's margin in line with the budgeted amount. Since inception of the MSA, KEPCo has returned over $68 million to its member cooperatives.
This year, two longtime, valued KEPCo employees announced their retirements . Mr. Les Evans, Senior Vice President and Chief
                                                                                              ;.~1 Operating Officer, announced his retirement at the end of December, after dutifully serving KEPCo for 13 years. Mr. Evans will retain a relationship with KEPCo, working on power supply issues.                In            I \,
February, Ms. Betty Lesline, Receptionist/Administrative Assistant, retired , ending her 17-year career with KEPCo . We wish both Les and Betty a long and happy retirement.
Les Evans                                                                                Betty Lesline In June, KEPCo added Ms. Suzanne Lane to its senior staff as Director of Strategy. Ms. Lane was previously employed by Westar Energy, holding various positions in her 19-year tenure. Effective January 2018, four senior staff members were promoted .
Ms. Lane was promoted to the Suzanne Lane    Mark Barbee        Mark Doljac  Shawn Geil position of Vice President of Member Services and Government Affairs. Mr. Mark Barbee, Vice President of Engineering , was promoted to Senior Vice President of Engineering and Operations . With their new responsibilities , Ms. Lane and Mr. Barbee will share the duties of the retired Mr. Evans . Mr. Mark Doljac, Director of Rates and Regulation , and Mr. Shawn Geil , Director of Information Systems, were each promoted to Executive Director.
4
 
KEPCo      also    had changes in i~ Board room , as five Trustees retired  during    2017 .
KEPCo said goodbye to Mr. Dale Coomes, CEO of Heartland Electric Cooperative, Mr. Ken Dale Coomes      Ken Maginley    Bob Reece      Leon Eck  Dennis Peckman Maginley, Manager of Bluestem Electric Cooperative , Mr. Bob Reece, Manager of Flint Hills Electric Cooperative, Mr. Leon Eck, former KEPCo President (1993-1997) and KEPCo Alternate Trustee from Rolling Hills Electric Cooperative, and Mr. Dennis Peckman , KEPCo Trustee from Heartland Electric Cooperative , who have a combined KEPCo Board of Trustees service tenure of 151 years . During their careers , these gentlemen were involved in essentially every decision that was made in the past 30-plus years at KEPCo. Their depth and breadth of knowledge and experience will be missed .
In November at KEPCo's annual meeting, Mr. Kevin Compton was unanimously re-elected to a second term as President of the KEPCo Board of Trustees . Mr. Compton is from Hiawatha, Kansas, and is the Vice President of the Brown-Atchison Electric Cooperative Board of Trustees. The KEPCo Executive Committee was also re-elected .
As the utility industry continues to progress with and adapt to technological advancements, it is essential that KEPCo operates under the direction of a knowledgeable and proactive Board of Trustees. KEPCo is fortunate to have such a Board in place. Much appreciation and gratitude is extended to the KEPCo Board of Trustees for the knowledge and resolve demonstrated this past year on some difficult issues and the confidence the Board has in KEPCo staff to operate and manage KEPCo in a purposeful manner and serve rural Kansans with accountability, innovation ,
and a commitment to the communities served by our member cooperatives .
                                                          ~~ - ~
Marcus Harris                              Kevin D. Compton KEPCo EVP & CEO                            KEPCo President 5
 
2017 KEPCo Highlights KEPCo's Marcus Harris, Bill Riggins, and Phil Wages, along with a contingent of another 20 Kansas electric cooperative representatives, attended the NRECA Legislative Conference in Washington , D.C. The Kansas contingent, along with over 2,000 electric cooperative representatives from across the country, conveyed        industry issues to their respective Congressional leaders.              Kansas electric cooperative representatives with Kansas Senator Pat Roberts.
Safety of our employees is essential to the continued operational success of KEPCo. Appropriate safety meetings are held throughout the year for KEPCo staff KEPCo is proud to report there were no Jost time accidents recorded in 2017.
KEPCo , along with representatives from several Kansas electric utilities , attended a Southwest Power Pool (SPP) meeting with Governor Sam Brownback, Kansas Senator Rob Olson , and Kansas Representative Joe Seiwert. Senior management of SPP presented        information        regarding transmission planning , the energy mix in the day-ahead      market,      cost    allocation ,
governance, FERC Order 1000, and interregional seams issues.
Kansas electric utility representatives with Governor Brownback at the SPP meeting .
KEPCo completed 10-Year Power Cost Projections for five of KEPCo 's member cooperatives and completed 10-year Load Forecasts for four of KEPCo 's member cooperatives.
6
 
KEPCo Services, Inc. (KSI) , a wholly-owned subsidiary of KEPCo ,
completed its 20th year of operations. The staff of KSI completed several projects throughout the year, which included : the Prairie
                                                                              *KSI Sky Solar Farm, which was brought on-line in February; an EPA/
KDHE air emissions test of KEPCo's Sharpe Generating Station ;
KSl 's NERC compliance audit; two construction work plans and one sectionalizing study; assisting a member cooperative with damage assessment following winter storm Jupiter and the                      Eng ine ering        1 identification of $5 .5 million in repairs needed to restore the facilities to pre-disaster condition ; and replacing meter reading communication devices and associated software and hardware.
The Wolf Creek Nuclear Generating Station performed exceptionally well and ran continuously in 2017. Wolf Creek set an annual generation record of 10,647,988 MWh and also set three of the top five all
                                                -time monthly production records. This exceptional performance is indicative of the great strides Wolf Creek has made with regulatory and operational performance in recent years.
Wolf Creek Nuclear Generating Station KEPCo staff participated in the annual Southwest Power Pool (SPP) Legislative Conference. The conference was a three-day visit to Washington , D.C., centered around discussing issues impacting the electric utility industry and        how Congress and the Administration are addressing these matters.
The speakers for the conference included several experts in the energy industry, as well as members of Congress serving on jurisdictional    energy      committees  and representing districts within the SPP region.
KEPCo Staff also continued to work diligently with the KEC , Sunflower Electric, and Midwest Energy on legislative issues in Kansas and Representatives from Midwest Energy, KEPCo, Empire District, ITC, and Sunflower visit with Congresswoman Washington, D.C . Staff testified on several bills Lynn Jenkins during the SPP conference.
in 2017 and tracked numerous pieces of legislation.
7
 
USDA                                                      KEPCo continues to work with its member cooperatives on an aggressive rural development program that has successfully created rural jobs and wealth retention in Rural                          Kansas. The USDA Rural Economic Development Loan D velopmen                      & Grant (REDLG) program provides zero interest loans to worthy projects .
ommitl d lo th      r tur or rur  I o munil i .
Per the mission of KEPCo, KEPCo staff continuously monitors, reviews, and evaluates all of the associated formula rates that impact KEPCo 's power supply and transmission costs. As part of that routine process, KEPCo staff discovered an error in both the Westar Generation Formula Rate and Transmission Formula Rate associated with property taxes. KEPCo staff will be reviewing Westar's filed documents to assure corrections are appropriate.
Iatan 2, a coal-fired facility in Weston ,
Missouri, of which KEPCo has a partial ownership interest, provided KEPCo with nearly 11 % of its energy requirements in 2017. Iatan 2 is an 850 MW super-critical plant that utilizes state-of-the-art emission control systems and continues to be one of the most efficient and lowest greenhouse gas emitting coal plants in the U.S.
Iatan 2, located in Weston , Missouri.
Prairie Sky Solar went on-line in late February, producing 1,803 MWh in 2017 and averaging 841 kW during the four peak summer months. This performance reduced KEPCo 's demand costs for those months, and also reduced KEPCo's ratchet demand for the following eight months.
Prairie Sky Solar, a one MW solar facility located in Butler County.
8
 
KEPCo Member Cooperatives Trustees, Alternates, and Managers Ark Valley Electric Cooperative Assn ., Inc.
PO Box 1246, Hutchinson , KS 67504 620-662-6661 Trustee Rep. -- Joseph Seiwert Alternate Trustee -- Jackie Holmberg Manager -- Jackie Holmberg Joseph Seiwert                                                  Jackie Holmberg Bluestem Electric Cooperative, Inc.
PO Box 5, Wamego , KS 66547 785-456-2212 PO Box 513 , Clay Center, KS 67432 785-632-3111 Trustee Rep. -- Kenneth J. Maginley Alternate Trustee -- Robert Ohlde Manager -- Kenneth J. Maginley Ken Maginley                                                      Bob Ohlde Brown-Atchison Electric Cooperative, Assn. , Inc.
PO Box 230 , Horton , KS 66439 785-486-2117 Trustee Rep. -- Kevin Compton Alternate Trustee -- James Currie Manager -- James Currie Kevin Compton                                                        Jim Currie Butler Electric Cooperative Assn ., Inc.
PO Box 1242, El Dorado , KS 67402 316-321-9600 Trustee Rep. -- Dale Short Alternate Trustee -- Riley Walters Manager -- Dale Short Dale Short                                                      Riley Walters Caney Valley Electric Cooperative Assn. , Inc.
PO Box 308 , Cedar Vale, KS 67204 620-758-2262 Trustee Rep. -- Dwane Kessinger Alternate Trustee -- Allen A. Zadorozny Manager -- Allen A. Zadorozny Dwane Kessinger                                                  Allen Zadorozny 9
 
CMS Electric Cooperative, Inc.
PO Box 790, Meade, KS 67864 620-873-2184 Trustee Rep. -- Kirk A. Thompson Alternate Trustee -- Clifford Friesen Manager -- Kirk A. Thompson Kirk Thompson                                                      Cliff Friesen DS&O Electric Cooperative, Inc.
PO Box 286 , Solomon, KS 67480 785-655-2011 Trustee Rep. -- Dean Allison Alternate Trustee -- Tim Power Manager -- Tim Power Tim Power Flint Hills Electric Cooperative Assn ., Inc.
PO Box B, Council Grove, KS 66846 620-767-5144 Trustee Rep . -- Robert E. Reece Alternate Trustee -- Terry Olsen Manager -- Robert E. Reece Bob Reece                                                        Terry Olsen
(~',
            . Heartland Rural Electric Cooperative , Inc.
PO Box 40, Girard , KS 66743 620-724-8251 Trustee Rep . -- H.H . Stockebrand Alternate Trustee -- Dale Coomes Manager -- Dale Coomes H.H. Stockebrand                                                  Dale Coomes LJEC PO Box 70 , McLouth , KS 66054 913-796-6111 Trustee Rep . -- Steven 0 . Foss Alternate Trustee -- Harlan Hunt Manager -- Steven 0. Foss Steven Foss                                                      Harlan Hunt Lyon-Coffey Electric Cooperative, Inc.
2731 Milo Terrace, Lebo , KS 66856 620-364-2116 Trustee Rep. -- Scott Whittington Alternate Trustee -- Robert Converse Manager -- Scott Whittington Scott Whittington                                                Robert Converse 10
 
KEPCo Member Cooperatives Trustees, Alternates, and Managers Ninnescah Electric Cooperative Assn ., Inc.
PO Box 967, Pratt, KS 67124 620-672-5538 Trustee Rep . -- Paul Unruh Alternate Trustee -- Teresa Miller Manager -- Teresa Miller Paul Unruh                                                      Teresa Miller Prairie Land Electric Cooperative, Inc.
PO Box 360 , Norton , KS 67654 785-877-3323 District Office , Bird City 785-734-2311 District Office , Concordia 785-243-1750 Trustee Rep. -- Bill Peterson Alternate Trustee -- Allan J. Miller Bill Peterson Manager -- Allan J. Miller                        Allan Miller Radiant Electric Cooperative , Inc.
PO Box 390, Fredonia , KS 66736 620-378-2161 Trustee Rep. -- Dennis Duft Alternate Trustee -- Tom Ayers Administrative Manager -- Leah Tind le Operations Manager -- Dennis Duft Dennis Duft                                                      Tom Ayers    Leah Tindle Rolling Hills Electric Cooperative, Inc.
PO Box 339 , Beloit, KS 67420 785-534-1601 Trustee Rep. -- Douglas J. Jackson Alternate Trustee -- Paul Wilson Manager -- Douglas J. Jackson Doug Jackson                                                      Paul Wilson Sedgwick County Electric Cooperative Assn ., Inc.
PO Box 220 , Cheney, Ks 67025 316-542-3131 Trustee Rep. -- Don Metzen Alternate Trustee -- Rex Smith Manager -- Scott Ayres Don Metzen                                                        Rex Smith  Scott Ayres 11
 
Sumner-Cowley Electric Cooperative , Inc.
PO Box 220, Wellington, KS 67152 620-326-3356 Trustee Rep . -- John Schon Alternate Trustee -- Cletas Rains Manager -- Cletas Rains John Schon                                                                                            Cletas Rains Twin Valley Electric Cooperative , Inc.
PO Box 368 , Altamont, KS 67330 620-784-5500 Trustee Rep. -- Bryan Coover Alternate Trustee -- Ron Holsteen Manager -- Ron Holsteen Bryan Coover                                                                                          Ron Holsteen Victory Electric Cooperative Assn. , Inc.
PO Box 1335, Dodge City, KS 67801 620-227-2139 Trustee Rep. -- Shane Laws Alternate Trustee -- Daryl Tieben Manager -- Shane Laws Shane Laws                                                                                            Daryl Tieben 2017 - 2018 KEPCo Executive Committee Back row, left to right: Kevin Compton - President; Dale Short - Vice President; Dean Allison - Treasurer; Doug Jackson - Secretary.
Front row, left to right: Steve Foss - Executive Comm ittee; Kirk Thompson - Executive Comm ittee; Scott Wh ittington - Executive Committee .
12
 
Operating Statistics 2,300,000 Operating Expenses f
:::l 0
-j KEPCo O&M    Nuclear Fuel
:::c                                                        andA&G        2.6%      Iatan 2 Fuel 1,800,000                                              5.1%                      2.2%
ns                                                      lnteres C)
Q)                                                        5.6%
:iE Depr. and Amort.
5.8%
Wolf Creek O&M                      Purchased Power 1,300,000                                        andA&G                                66.5%
2013  2014  2015  2016 2017        10.8%
Year 500 Peak Demand 450
~n:s
~
n:s  400 C)
(I)
:il:
350 Sources of Energy 300                                                              WAPA 2013    2014    2015    2016  2017 Year 85.0 Rates SWPA _ _
11 .1%
8_ 65.0 Sunflower.
17.2%
Wolf Creek 30.3%
45.0 2013    2014    2015    2016  2017 Year 13
 
INDEPENDENT AUDITORS' REPORT To the Board of Directors Kansas Electric Power Cooperative, Inc.
Topeka , Kansas We have audited the accompanying consolidated financial statements of Kansas Electric Power Cooperative, Inc. and subsidiary ("KEPCo") , which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of margin , patronage capital ,
and cash flows for the years then ended , and the related notes to the financial statements.
Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors ' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments , the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements .
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unmodified opinion on 2017 and our qualified audit opinion on 2016.
Basis for Qualified Opinion As more fully described in Note 3 to the financial statements , certain depreciation and amortization methods have been used in the preparation of the 2016 consolidated financial statements which , in our opinion , are not in accordance with accounting principles generally accepted in the United States of America . The effects on the consolidated financial statements of the aforementioned departure are explained in Note 3.
14
 
Unmodified Opinion on 2017 and Qualified Opinion on 2016 In our opinion , except for the possible effects on the 2016 consolidated financial statements of the matters discussed in the Basis for Qualified Opinion paragraph, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of KEPCo as of December 31 , 2017 and 2016, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America .
Changes in Accounting Principle As described in Note 1 to the financial statements, the Company adopted the prov1s1ons of Accounting Standards Updates 2016-01 and 2015-07 in 2016 . Our opinion is not modified with respect to these matters.
Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards , we also have issued our report dated April 13, 2018 , on our consideration of KEPCo 's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations , contracts , and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering KEPCo's internal control over financial reporting and compliance .
Mayer Hoffman Mccann P.C .
Topeka, Kansas April 13, 2018 15
 
Consolidated Balance Sheets Assets                                                                            December 31 ,
2017                      2016 Utility Plant In-service                                                    $ 364,467,610                $ 358,299,394 Less allowances for depreciation                                (169,170,225)              (162 ,033,119)
Net in-service                                              195,297,385                196,266,275 Construction work in progress                                      11 ,885,675                13,587 ,572 Nuclear fuel (less accumulated amortization of
      $25,160,432 and $21 ,184,282 for 2017 and 2016, respectively)                                              8,977,729                  7,671,517 Total utility plant                                          216,160,789                217 ,525 ,364 Restricted Assets Investments in the National Utilities Cooperative Finance Corporation                                                    11 ,771 ,055                11 ,552,345 Decommissioning fund                                              25,502 ,604                21 ,662,907 Investments in other associated organizations                          317,280                    306,626 Total restricted assets                                      37,590 ,939                33,521 ,878 Current Assets Cash and cash equivalents                                          11 ,392,780                13,097,952 Member account receivables                                        12,517 ,966                13,584,071 Materials and supplies inventory                                    7,305,303                  6,587,450 Other assets and prepaid expenses                                      700,276                    699,538 Total current assets                                          31 ,916,325                33,969,011 Other Long-term Assets Deferred charges Wolf Creek disallowed costs (less accumulated amortiza-tion of $19,015,820 and $18,692 ,371 for 2017 and 2016, respectively)                                              6,967,100                  7,290,549 Wolf Creek decommissioning regulatory asset                        (9 ,515,616)              (7,017,075)
Deferred incremental outage costs                                      717,688                2,421 ,944 Other deferred charges (less accumulated amortization of
      $9,846,819 and $9,782 ,828 for 2017 and 2016, respectively)                                                  324,007                      6,664 Unamortized debt issuance costs                                                  9                      8,322 Other assets                                                            1,209,075                    311 ,016 Southwest Power Pool charges                                            1,831 ,866                2,320,364 Prepaid pension cost                                                        679,041                    810,468 Total long-term assets                                            2,213,170                  6,152,252 Total assets                                              $ 287,881 ,223              $ 291 ,168,505 See Notes to the Consolidated Financial Statements 16
 
Consolidated Balance Sheets Patronage Capital and Liabilities                                              December 31 ,
2017                          2016 Patronage Capital Memberships                                                $        3,200                $        3,200 Patronage capital                                              81,084,265                    78,731 ,784 Accum ulated other comprehensive loss                          (8 ,926,887)                  (8,440,302)
Total patronage capital                                    72,160,578                    70,294,682 Long-term Debt                                                  152,297 ,209                  151 ,532 ,880 Other Long-term Liabilities Wolf Creek decommissioning liability                          20,589,586                    19,418,417 Wolf Creek pension and postretirement benefit plans            12,926,862                    12,469,376 Wolf Creek deferred compensation                                1,360,660                    1,319,029 Other deferred credits                                              176,979                        9,250 Total other long-term liabilities                          35,054,087                    33,216,072 Current Liabilities Current maturities of long-term debt                            8,460,122                    11 ,129,805 Accounts payable                                                14,012,131                    14,393,732 Payroll and payroll-related liabilities                            257,810                      233,212 Deferred revenue                                                4,063,942                    8,704,942 Accrued property taxes                                          1,098,552                    1,157,946 Accrued income taxes                                                    759                            479 Accrued interest payable                                            476,033                      504 ,755 Total current liabilities                                  28,369,349                    36,124,871 Total patronage capital and liabilities                  $ 287,881 ,223                $ 291 ,168,505 See Notes to the Consolidated Financial Statements 17
 
Consolidated Statements of Margin For the years ending December 31 ,
2017                                  2016 Operating Revenues Sale of electric energy                            $ 153,163,951                            $ 160,274,808 Operating Expenses Power purchased                                        101 ,329,950                          106,192,839 Nuclear fuel                                              3,990,729                            3,303,026 Plant operations                                        16,576 ,656                          15,719,345 Plant maintenance                                          5,152,290                            5,830,421 Administrative and general                                7,473,429                            7,050,359 Amortization of deferred charges                              387,441                          3,988,865 Depreciation and decommissioning                          9,005,184                            8,686,169 Total operating expenses                            143,915,679                          150,771 ,024 Net operating revenues                                9,248 ,272                          9,503,784 Interest and Other Deductions Interest on long-term debt                                8,465,229                            8,558,224 Amortization of debt issuance costs                              8,313                              15,391 Other deductions                                              169,056                              139,195 Total interest and other deductions                    8,642,598                            8,712,810 Operating income                                          605,674                              790,974 Other lncome/(Expense)
Interest income                                            1,258,850                              860,660 Other income                                                  495 ,520                            285,944 Income tax                                                      (7 ,563)                            (4,683)
Total other income                                    1,746 ,807                          1,141 ,921 Net margin                                    $      2,352,481                        $  1,932,895 Net Margin                                            $      2,352 ,481                      $  1,932,895 Other comprehensive loss Net loss arising during year on pension obligation          (1 ,122,878)                        {1 ,716,993)
Amortization of prior year service costs included in net periodic pension costs                        636,293                              561,421 Comprehensive income                                  $      1,865 ,896                      $      777,323 See Notes to the Consolidated Financial Statements 18
 
Consolidated Statements of Patronage Capital Accumulated Other Patronage      Comprehensive Memberships        Capital        Income (Loss)          Total Balance at December 31 , 2015                      $ 3,200    $ 76,798,889        $ (7 ,284,730)  $69,517,359 Net margin                                                        1,932,895                            1,932,895 Defined benefit pension plans:
Net earnings arising during year                                                  (1 ,716,993)    (1 ,716,993)
Amortization of prior year service costs included in net periodic pension costs                                                                                  561 ,421      561 ,421 Balance at December 31 , 2016                        3,200      78,731 ,784          (8,440,302)    70,294,682 Net margin                                                        2,352,481                            2,352,481 Defined benefit pension plans:
Net loss arising during year                                                      (1 , 122,878)  (1 ,122,878)
Amortization of prior year service costs included in net periodic pension costs                                                                                  636,293        636,293 Balance at December 31 , 2017                      $ 3,200    $ 81 ,084,265        $ (8,926,887)    $72,160,578 See Notes to the Consolidated Financial Statements 19
 
Consolidated Statements of Cash Flows For the years ending December 31, 2017                      2016 Cash Flows From Operating Activities Net margin                                                                      $    2,352,481        $    1,932,895 Adjustments to reconcile net margin to net cash flows from operating activities Depreciation and amortization                                                      8,498 ,847            8,173,568 Decommissioning                                                                  3,669 ,71 0            1,496,722 Amortization of nuclear fuel                                                      3,976 ,149            3,294,777 Amortization of deferred charges                                                      335,200            3,898 ,956 Amortization of deferred incremental outage costs                                  2,055 ,696            2,373 ,725 Amortization of debt issuance costs                                                      8,313                15,391 Changes in Member accounts receivable                                                        1,066 ,105          (1 ,590,640)
Materials and supplies                                                              (7 17,853)                57 ,909 Other assets and prepaid expense                                                    (896 ,884)        (3,509 ,895)
Accounts payable                                                                    (381 ,601 )          1,340,474 Payroll and payroll-related liabilities                                                24,598                (8,141)
Accrued property tax                                                                  (59 ,394)          (1 54,440)
Accrued interest payable                                                              (28,722)              (46,105)
Accrued income taxes                                                                        280                    525 Other long-term liabil ities                                                        666 ,846              723 ,753 Prepaid pension cost                                                                131,427                131,427 Deferred revenue                                                                (4,641 ,000)            2,600 ,736 Net cash flows from operating activities                                  16,060,1 98          20 ,731,637 Cash Flows From Investing Activities Additions to electrical plant                                                      (5, 831,470)        (10,825,350)
Additions to nuclear fuel                                                          (5,282 ,361 )        (2 ,506,622)
(Additions)/reductions to deferred charges                                            (32 9,094)              340 ,606 Additions to deferred incremental outage costs                                        (351,440)        (2,827,500)
Investments in decommissioning fund assets                                          (3, 839 ,697)        (1 ,666 ,711)
Investments in associated organizations                                                (229 ,364)            (468 ,165)
Proceeds from the sale of property                                                        3,410                23 ,079 Net cash flows from investing activities                                (15 ,860 ,016)        (17,930 ,663)
Cash Flows From Financing Activities Principal payments on long-term debt                                                (6,558,200)        (11,457 ,281 )
Proceeds from issuance of long-term debt                                            5,401 ,047          21 ,229,828 Payments unapplied                                                                    (748,201)        (5 ,782 ,990)
Net cash flows from financing activities                                  (1 ,905 ,354)          3,989,557 Net (decrease)/increase in cash and cash equivalents                      (1,705,172)            6,790,531 Cash an d Cash Equivalents, Begi nning of Year                                        13,097 ,952              6,307,421 Cash and Cash Equivalents, End of Year                                            $  11 ,392 ,780      $ 13,097 ,952 Supplementa l Disclosu re of Cash Flow Information Interest paid                                                                  $    8,663,000      $      8,743 ,500 See Notes to the Consolidated Financial Statements 20
 
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1 Notes to Consolidated Financial Statements (1)  Nature of Operations and Summary of Significant Accounting Policies Nature of Operations - Kansas Electric Power Cooperative, Inc., and its subsidiary Uointly "KEPCo"),
headquartered in Topeka , Kansas, was incorporated in 1975 as a tax-exempt generation and transmission cooperative (G&T) . KEPCo was granted a limited certificate of convenience and authority by the Kansas Corporation Commission (KCC) in 1980 to act as a G& T public utility. It is KEPCo's responsibility to procure an adequate and reliable power supply for its 19 distribution rural electric cooperative members pursuant to all requirements of its power supply contracts. KEPCo is governed by a board of trustees representing each of its 19 members, which collectively serve approximately 120,000 electric meters in rural Kansas .
Recent Accounting Pronouncements - In January 2016, the Financial Accounting Standards Board (FASB) published Accounting Standards Update (ASU) No. 2016-01 , which , among other things ,
changes the presentation and disclosure requirements for non-public entities related to fair value disclosures required for financial instruments not recognized at fair value . Previous standards required the disclosure of the fair value of debt if a non-public entity had in excess of $100 million of assets.
Under the new standard, non-public entities, regardless of size, no longer need to disclose the fair value of debt. The standard is not fully effective until periods beginning after December 15, 2018; however, early adoption of this specific change is permitted. Management has decided to early adopt this provision, and thus will no longer disclose the fair value of financial instruments that are not reported at fair value .
In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update
("ASU") 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) ." The ASU removes the requirement to categorize within the fair value hierarchy investments for wh ich fair values are estimated using the net asset value per share as a practical expedient provided by FASB Accounting Standards Codification ("ASC") 820 Fair Value Measurement. Disclosures about investments in certain entities that calculate net asset value per share are limited under this ASU to investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. The guidance requires retrospective application and is effective for fiscal years , and interim periods within those years , beginning after December 15, 2016.
Early adoption is permitted . Management elected to early adopt the provisions of this new standard .
The adoption has been reflected in Note 9 to the financial statements.
System of Accounts - KEPCo maintains its accounting records substantially in accordance with the Rural Utilities Service (RUS) Uniform Systems of Accounts and in accordance with accounting practices prescribed by the KCC .
Rates - Under a 2009 change in Kansas state law, KEPCo has elected to be exempt from KCC regulation for most purposes, including the setting of rates. Rates are set by action of the Board , subject only to statutory review by the KCC if demanded by four or more members. KEPCo's rates were last set by the KCC by an order effective September 1, 2008. KEPCo's rates now include an Energy Cost Adjustment (ECA) mechanism , an annual Demand Cost Adjustment (DCA) mechanism and a Margin Stabilization Adjustment (MSA) mechanism , allowing KEPCo to pass along increases in certain energy and demand costs to its member cooperatives .
Principles of Consolidation - The consolidated financial statements include the accounts of Kansas Electric Power Cooperative, Inc. and its wholly owned subsidiary, KEPCo Services, Inc. Undivided interests in jointly owned generation facilities are consolidated on a pro rata basis. All material intercompany accounts and transactions have been eliminated in consolidation .
21
 
Notes to Consolidated Financial Statements Iatan 2 - Iatan 2 is an 850 MW high efficiency coal-fired power plant utilizing state-of-the-art environmental controls that became commercially operational December 31 , 2010. KEPCo owns a 3.53% share of Iatan 2, or 30 MW. Iatan 2, located in Weston , MO, is operated and majority owned by Kansas City Power & Light Company (KCPL) . KEPCo's undivided interest in Iatan 2 is consolidated on a pro rata basis. KEPCo is entitled to a proportionate share of the capacity and energy from Iatan 2, which is used to supplement a portion of KEPCo's members' requirements. KEPCo is billed on a daily basis for 3.53% of the operations, maintenance, administrative and general costs , and cost of plant additions related to Iatan 2.
Wolf Creek Nuclear Operating Corporation - KEPCo owns 6% of Wolf Creek Nuclear Operating Corporation (WCNOC) , which is located near Burlington , Kansas . The remainder is owned by KCPL ,
47% , and Kansas Gas & Electric Company (KGE) , 47% . KGE is a wholly owned subsidiary of Westar Energy, Inc. KCPL is a wholly owned subsidiary of Great Plains Energy, Inc. KEPCo's undivided interest in WCNOC is consolidated on a pro rata basis. KEPCo is entitled to a proportionate share of the capacity and energy from WCNOC, which is used to supplement a portion of KEPCo's members' requirements . KEPCo is billed on a daily basis for 6% of the operations, maintenance, administrative and general costs , and cost of plant additions related to WCNOC .
WCNOC's operating license expires in 2045. WCNOC is regulated by the Nuclear Regulatory Commission (NRC) , with respect to licensing , operations and safety related requirements .
WCNOC disposes of all classes of its low-level radioactive waste at existing thi rd-party repositories.
Should disposal capability become unavailable, WCNOC is able to store its low-level radioactive waste in an on-site facility for up to three years under current regulations .
Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period . Actual results could differ from those estimates.
Management's estimates and assumptions include, but are not limited to , estimates of salvage values and estimated useful lives of fixed assets, estimated asset retirement obligations, incremental outage costs and pension and postretirement liability costs . Management's estimates and assumptions are derived from and are continually evaluated based upon available information , judgment and experience.
Utility Plant and Depreciation - Utility plant is stated at cost. Cost and additions to utility plant include contractual work, direct labor, materials and interest on funds used during construction . No interest has been capitalized in 2017 and 2016. The cost of repairs and minor replacements are charged to operating expenses as appropriate. The original cost of utility plant retired and the cost of removal less salvage are charged to accumulated depreciation .
The composite depreciation rates for electric generation plant for the years ended December 31 , 2017 and 2016 are 4.09% and 3.92% , respectively.
The provision for depreciation computed on a straight-line basis for electric and other components of utility plant is as follows :
Transportation and equipment                                            25-33 years Office furniture and fixtures                                            10-20 years Leasehold improvements                                                  20 years Transmission equipment (metering , communication and SCADA)              1O years Nuclear Fuel - The cost of nuclear fuel in the process of refinement, conversion , en richment and fabrication is recorded as a utility plant asset at original cost and is amortized to nuclear fuel expenses based upon the quantity of heat produced for the generation of electric power.
22
 
Notes to Consolidated Financial Statements Nuclear Decommissioning - Nuclear decommissioning is a nuclear industry term for the permanent shutdown of a nuclear power plant and the removal of radioactive components in accordance with NRC requirements . The NRC will terminate a plant's license and release the property for unrestricted use when a company has reduced the residual radioactivity of a nuclear plant to a level mandated by the NRC. The NRC requires companies with nuclear plants to prepare formal financial plans to fund nuclear decommissioning . These plans are designed so that sufficient funds required for nuclear decommissioning will be accumulated prior to the expiration of the license of the related nuclear power plant. WCNOC files a nuclear decommissioning site study with the KCC every three years .
The KCC reviews nuclear decommissioning plans in two phases. Phase one is the approval of the revised nuclear decommissioning study including the estimated costs to decommission the plant. Phase two involves the review and approval of a funding schedule prepared by the owner of the plant detailing how it plans to fund the future-year dollar amount of its pro rata share of the decommissioning costs .
In 20 14, the nuclear decommissioning study was revised. Based on the study, KEPCo 's share of decommissioning costs , including decontamination , dismantling and site restoration , is estimated to be
  $45.9 million. This amount compares to the prior site study estimate of $37 .8 million. The site study cost estimate represents the estimate to decommission WC NOC as of the site study year. The actual nuclear decommissioning costs may vary from the estimates because of changes in regulations and technologies as well as changes in costs for labor, materials, and equipment.
KEPCo is allowed to recover nuclear decommissioning costs in its prices over a period equal to the operating license of WCNOC , which is through 2045. The NRC requires that funds sufficient to meet nuclear decommissioning obligations be held in a trust. KEPCo believes that the KCC approved funding level will also be sufficient to meet the NRC requirement. The consolidated financial results would be materially affected if KEPCo was not allowed to recover in its prices the full amount of the funding requirement.
KEPCo recovered in its prices and deposited in an external trust fund for nuclear decommissioning approximately $0.5 million in 2017 and $0.5 million in 2016. KEPCo records its investment in the nuclear decommissioning trust (NOT) fund at fair value , which approximated $25.5 million and $21 .7 million as of December 31 , 2017 and 2016, respectively .
Asset retirement obligation - KEPCo recognizes and estimates the legal obligation associated with the cost to decommission WCNOC . KEPCo initially recognized an asset retirement obligation at fair value for the estimated cost with a corresponding amount capitalized as part of the cost of the related long-lived asset and depreciated over the useful life.
A reconciliation of the asset retirement obligation for the years ended December 31 , 2017 and 2016 is as follows:
2017                  2016 Balance at January 1                                                $ 19,418,417        $ 18,314,245 Accretion                                                                1,171 ,169            1,104,172 Balance at December 31                                              $ 20,589,586        $ 19,418,417 Any net margin effects are deferred in the Wolf Creek decommissioning regulatory asset and will be collected from members' in future electric rates .
23
 
Notes to Consolidated Financial Statements Cash and Cash Equivalents - All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consisted primarily of repurchase agreements, money market accounts and certificates of deposit.
The Federal Deposit Insurance Corporation insures amounts held by each institution in the organization 's name up to $250,000 . At various times during the fiscal year, the organization 's cash in bank balances exceeded the federally insured limits.
KEPCo's repurchase agreements have collateral pledged by a financial institution, which are securities that are backed by the federal government.
Accounts Receivable - Accounts receivable are stated at the amount billed to members and customers . KEPCo provides allowances for doubtful accounts, which is based upon a review of outstanding receivables , historical collection information and existing economic conditions. No allowance was recorded at December 31 , 2017 and 2016.
Materials and Supplies Inventory - Materials and supplies inventory are valued at average cost.
Unamortized Debt Issuance Costs - Unamortized debt issue costs relate to the issuance of the floating/fixed rate pollution control revenue bonds, mortgage notes payable to the National Rural Utilities Cooperative Finance Corporation (CFC) trusts and fees for re-pricing the Federal Financing Bank (FFB) debt. These costs are being amortized using the effective interest method over the remaining life of the bonds and notes.
Cash Surrender Value of Life Insurance Contracts - The following amounts related to WCNOC corporate-owned life insurance contracts , primarily with one highly rated major insurance company, are included in other long-term assets on the consolidated balance sheets.
20 17              2016 Cash surrender value of contracts                              $    8,183,622        $  7,797,588 Borrowings against contracts                                      (7 ,900,835)        (7,528,198)
                                                                    $      282,787      $    269,390 Borrowings against contracts include a prepaid interest charge . KEPCo pays interest on these borrowings at a rate of 5.00% for the years ended December 31 , 2017 and 2016.
Revenues - Revenues are recogn ized during the month the electricity is sold . Revenues from the sale of electricity are recorded based on usage by member cooperatives and customers and on contracts and scheduled power usages as appropriate.
Income Taxes - As a tax-exempt cooperative , KEPCo is exempt from income taxes under Section 501 (c)(12) of the Internal Revenue Code of 1986, as amended . Accordingly, provisions for income taxes have not been reflected in the accompanying consolidated financial statements.
KEPCo Services , Inc., a subsidiary of Kansas Electric Power Cooperative, Inc., is not exempt from income taxes .
Investments - Investments in associated organizations are carried at cost and are classified as held to maturity securities .
24
 
Notes to Consolidated Financial Statements (2) Factors That Could Affect Future Operating Results KEPCo currently applies accounting standards that recognize the economic effects of rate regulation and , accordingly, has recorded regulatory assets and liabilities related to its generation and transmission operations in accordance with Financial Accounting Standards Board (FASS) Accounting Standards Codification (ASC) 980, Regulated Operations. In the event KEPCo determines that it no longer meets the criteria of ASC 980, the accounting impact could be a noncash charge to operations of an amount that would be material. Criteria that could give rise to the discontinuance of ASC 980 include:
: 1) increasing competition that restricts KEPCo's ability to establish prices to recover specific costs and
: 2) a significant change in the manner in which rates are set by regulators from a cost-based regulation to another form of regulation . KEPCo periodically reviews these criteria to ensure the continuing application of ASC 980 is appropriate. Any changes that would require KEPCo to discontinue the application of ASC 980 due to increased competition , regulatory changes or other events may significantly impact the valuation of KEPCo's investment in utility plant, its investment in Wolf Creek and necessitate the write-off of regulatory assets. At this time, the effect of competition and the amount of regulatory assets that could be recovered in such an environment cannot be predicted.
The 1992 Energy Policy Act began the process of restructuring the United States electric utility industry by permitting the Federal Energy Regulatory Commission to order electric utilities to allow third parties to sell electric power to wholesale customers over their transmission systems. KEPCo has elected to deregulate its rate making for sales to its members under recent statutory amendments.
Subject to the possibility of KCC review, KEPCo's member rates are now set by action of the Board .
KEPCo's ability to timely recover its costs is enhanced by this change.
(3) Departures From Generally Accepted Accounting Principles Wolf Creek Disallowed Costs - Effective October 1, 1985, the KCC issued a rate order relating to KEPCo's investment in WCNOC , which disallowed $26.0 million of KEPCo's investment in Wolf Creek
($7.0 million and $7.3 million net of accumulated amortization as of December 31 , 2017 and 2016, respectively) . A subsequent rate order, effective February 1, 1987, allows KEPCo to recover these disallowed costs and other costs related to the disallowed portion (recorded as deferred charges) for the period from September 3, 1985 through January 31 , 1987, over a 27 .736-year period starting February 1, 1987. Pursuant to a KCC rate order dated December 30, 1998, the disallowed portion's recovery period was extended to a 30-year period . Through December 31 , 2001 , KEPCo used the present worth (sinking fund) method to recover the disallowed costs , which enabled it to meet the times-interest-earned ratio and debt service requirements in the KCC rate order dated January 30, 1987. The method used by KEPCo through 2001 constituted a phase-in plan that did not meet the requirements of ASC 980-340, Regulated Operations, Other Assets and Deferred Costs.
Effective February 1, 2002, the KCC issued an order permitting recovery in rates of the $6.5 million cumulative difference between historical present worth (sinking fund) and straight-line amortization of WCNOC disallowed costs over a 15-year period. Such depreciation practice does not constitute a 282 phase-in plan that meets the requirements of ASC 980-340.If the disallowed costs were recovered using a method in accordance with U.S. generally accepted accounting principles , the costs would have been expensed in their entirety upon implementation of the KCC order, with a corresponding decrease in patronage capital. Amortization of the WCNOC disallowed costs is included in amortization of disallowed charges and amounts to $0.4 million for the year ended December 31 , 2016. As of December 31 , 2016, the disallowed costs were fully amortized .
Effective February 1, 1987, the KCC issued an order to KEPCo requiring the use of present worth (sinking fund) depreciation and amortization . Such depreciation and amortization methods constituted phase-in plans that did not meet the requirements of ASC 980-340 Regulated Operation, Other Assets and Deferred Costs.
25
 
Notes to Consolidated Financial Statements Effective February 1, 2002, the KCC issued an order that extended the depreciable life of WCNOC from 40 years to 60 years . This order also permitted recovery in rates of the $53.5 million cumulative difference between historical present worth (sinking fund) depreciation and amortization and straight-line depreciation and amortization of the WCNOC generation plant and disallowed costs over a 15-year period . Recovery of these costs in rates is included in operating revenues , and the related amortization expense is included in deferred charges in the consolidated statements of margin . Amortization of the WCNOC deferred plant costs is included in amortization of deferred charges and amounts to $3.6 million fo r the year ended December 31 , 2016. As of December 31 , 2016, the deferred plant costs were fully amortized.
If the deferred plant costs were recovered using a method in accordance with accounting principles generally accepted in the United States of America , the costs wou ld have been expensed in their entirety upon implementation of the KCC order, with a corresponding decrease in patronage capital.
The effect of these departures from accounting principles generally accepted in the United States of America is to overstate (understate) the following items in the consolidated financial statements by the following amounts:
2017                  2016 Deferred charges                                                  $                    $
Patronage capital                                                $                    $
Net margin                                                        $                    $ (3,563,634)
As of 2017 , KEPCo is no longer under this method of amortization and is in compliance with accounting principles generally accepted in the United States of America .
(4) Investments in Associated Organizations At December 31 , 2017 and 2016, investments in associated organizations consisted of the following :
2017                  2016 National Utilities Cooperative Financial Corporation Memberships                                                  $        1,000        $      1,000 Capital term certificates                                            395,970              395,970 Patronage capital certificates                                    2,095 ,294            1,831 ,901 Equity term certificates                                          9,278,791              9,323,474 Total NUCFC                                                    11 ,771,055          11 ,552,345 Other                                                                  317,280              306,626 Total investments in associated organizations              $ 12,088,335          $ 11 ,858,971 26
 
1-Notes to Consolidated Financial Statements (5)  Deferred Charges Deferred Incremental Outage Costs - In 1991 , the KCC issued an order that allowed KEPCo to defer its 6% share of the incremental operating , maintenance and replacement power costs associated with the periodic refueling of WCNOC . Such costs are deferred during each refueling outage and are being amortized over the approximate 18-month operating cycle coinciding with the recognition of the related revenues . Additions to the deferred incremental outage costs were $0.4 million and $2.8 million in 2017 and 2016, respectively. The current year amortization of the deferred incremental outage costs was $2 .1 million and $2.4 million in 2017 and 2016, respectively.
Other Deferred Charges - KEPCo includes in other deferred charges the early call premium resulting from refinancing . These early call premiums are amortized using the effective interest method over the remaining life of the new agreements.
(6) Southwest Power Pool Charges During 2016, KEPCo was assessed historical charges in the amount of $2,442,488 from Southwest Power Pool related to the Z2 billing issue for generation system upgrades from 2008-2016. The total amount of historical charges was paid in October 2016, and will be amortized over a five year period ,
ending October 2021. Balance as of December 31 , 2017 and 2016 was $1 ,831 ,866 and $2,320,364, respectively. Accumulated amortization as of December 2017 and 2016 was $610,622 and $122 ,124, respectively.
(7) Line of Credit At December 31 , 2017, KEPCo has a $10 million line of credit available with CoBank, ACB. There were no funds borrowed against the line of credit at December 31 , 2017 or 2016. Interest rate options, as selected by KEPCo , are a weekly quoted variable rate in which CoBank establishes a rate on the first business day of each week or a LIBOR option at a fixed rate equal to LIBOR plus 1.6% . This line of credit expires July 31 , 2018.
As of December 31 , 2017, KEPCo has a $20 million line of credit available with the CFC . There were no funds borrowed against the line of credit at December 31 , 2017 . The line of credit requires KEPCo to pay down the balance to zero within 36 months of the effective date. The interest rate varies and was 2.75% at December 31 , 2017. This line of credit expires on March 03, 2020 .
(8) Long-Term Debt Long-term debt consists of mortgage notes payable to the United States of America acting through the FFB, the CFC and others. Substantially all of KEPCo's assets are pledged as collateral.
27
 
Notes to Consolidated Financial Statements The terms of the notes as of December 31 are as follows :
2017                    2016 Mortgage notes payable to the FFB at fixed rates varying from .818% to 6.00%, payable in quarterly installments through 2043                        $    68,402,358        $    65,406,702 Mortgage notes payable to the Granter Trust Series 1997 at a rate of 7.522%, payable semi-annually, principal payments commencing in 1999 and continuing annually through 2017                                                3,240,000 Note payable to CoBank at a rate of 3.03%,
payable in quarterly installments through 2023                        738,760                866,802 Mortgage notes payable, equity certificate loans and member capital security notes to the CFC at fixed rates of 3.25% to 7.50% , payable quarterly through 2045                                                        91,616,213              93,149,181 160,757,331            162,662,685 Less current maturities                                            (8,460,122)          (11 ,129,805)
                                                                  $ 152,297,209          $ 151,532,880 Aggregate maturities of long-term debt for the next five years and thereafter are as follows:
2018                                                                                  $      8,460,122 2019                                                                                        8,909,621 2020                                                                                        9,056,719 2021                                                                                        8,133,840 2022                                                                                        8,281 ,681 Thereafter                                                                                117,915,348
                                                                                        $ 16017571331 Restrictive covenants related to the CFC debt require KEPCo to design rates that would enable it to maintain a times-interest earned ratio of at least 1.05 and debt-service coverage ratio of at least 1.0, on average, in the two best years out of the three most recent calendar years . The covenants also prohibit distribution of net patronage capital or margins until , after giving effect to any such distribution, total patronage capital equals or exceeds 20% of total assets, unless such distribution is approved by the RUS. KEPCo was in compliance with such restrictive covenants as of December 31 , 2017 and 2016.
Restriction covenants related to the CoBank debt require KEPCo to de$ign rates that would enable it to maintain a debt-service coverage ratio , as defined by CoBank of at least 1.10. KEPCo was in compliance with the restrictive covenant as of December 31 , 2017 and 2016.
28
 
Notes to Consolidated Financial Statements In 1997, KEPCo refinanced its mortgage notes payable to the 1988 CFC Grantor Trust through the establishment of a new CFC Grantor Trust Series 1997 (the Series 1997 Trust) by CFC . This refinancing reduced the guaranteed interest rate payable on the mortgage notes to a fixed rate of 7.522%. The mortgage notes payable are pre-payable at any time with no prepayment penalties. The Trust holds certain rights the Cooperative assigned to the Trust under an interest rate swap agreement.
The swap agreement was put into place in order to mitigate the interest rate risk inherent in the Trust, which holds a fixed rate asset with a variable rate obligation.
The swap agreement terminates in 2017, but is subject to early termination upon the early redemption of the debt. However, any termination costs relating to the termination of the assigned interest rate swaps is KEPCo's responsibility. At December 31 , 2016, the termination obligation associated with the assigned swap agreement to early retire the mortgage notes payable is approximately $186,800.
Until the termination date, KEPCo was exposed to possible credit loss in the event of noncompliance by the counterparty to the swap agreement. However, KEPCo did not anticipate nonperformance by the counterparty.
The mortgage notes payable were paid off in 2017 in line with the agreement.
(9) Benefit Plans National Rural Electric Cooperative Association (NRECA) Retirement and Security Program KEPCo participates in the NRECA Retirement and Security Program (RS Plan) for its employees. The NRECA is a defined benefit pension plan qualified under Section 401 and tax-exempt under Section 501 (a) of the Internal Revenue Code . It is a multiemployer plan under the accounting standards. The plan sponsor's Employer Identification Number is 53-0116145 and the Plan Number is 333.
A unique characteristic of a multiemployer plan compared to a single employer plan is that all plan assets are available to pay benefits of any plan participant. Separate asset accounts are not maintained for participating employers. This means that assets contributed by one employer may be used to provide benefits to employees of other participating employers .
KEPCo's contributions to the RS Plan in 2017 and 2016 represented less than 5 percent of the total contributions made to the plan by all participating employers. KEPCo made contributions to the RS Plan of $490,000, and $470,000, for the years ended December 31 , 2017 and 2016 , respectively. There have been no significant changes that affect the comparability of 2017 and 2016 contributions .
For the RS Plan , a "zone status" determination is not required , and therefore not determined , under the Pension Protection Act (PPA) of 2006. In addition , the accumulated benefit obligations and plan assets are not determined or allocated separately by individual employer. In total , the RS Plan was over 80 percent funded on January 1, 2017 and over 80 percent funded on January 1, 2016 based on the PPA funding target and PPA actuarial value of assets on those dates.
Because the provisions of the PPA do not apply to the RS Plan , funding improvement plans and surcharges are not applicable. Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience.
At the December 2012 meeting of the Insurance and Financial Services Committee of the NRECA Board of Directors , the Committee approved an option to allow participating cooperatives in the RS Plan to make a contribution prepayment and reduce future required contributions . The prepayment amount is a cooperative's share, as of January 1, 2013, of future contributions required to fund the RS Plan 's unfunded value of benefits earned to date using RS Plan actuarial valuation assumptions. The prepayment amount will typically equal approximately 2.5 times a cooperative 's annual RS Plan required contribution as of January 1, 2013. After making the prepayment, for most cooperatives the billing rate is reduced by approximately 25% , retroactive to the January 1st of the year in which the amount is paid to the RS Plan .
29
 
Notes to Consolidated Financial Statements The 25% differential in billing rates is expected to continue for approximately 15 years from January 1, 2013. However, changes in interest rates , asset returns and other plan experience different from expected, plan assumption changes and other factors may have an impact on the differential in billing rates and the 15 year period .
NRECA Savings 401 (k) Plan - All employees of KEPCo are eligible to participate in the NRECA Savings 401 (k) Plan. Under the plan, KEPCo contributes an amount not to exceed 5% , dependent upon each employee's level of participation and completion of one year of service, of the respective employee's base pay to provide additional retirement benefits. KEPCo contributed approximately
  $120,000 to the plan for each of the years ended December 31 , 2017 and 2016.
WCNOC Pension and Postretirement Plans - KEPCo has an obligation to the WCNOC retirement, supplemental retirement and postretirement medical plans for its 6% ownership interest in Wolf Creek.
The plans provide for benefits upon retirement, normally at age 65. In accordance with the Employee Retirement Income Security Act of 1974, KEPCo has satisfied its minimum funding requirements.
Benefits under the plans reflect the employee's compensation , years of service and age at retirement.
30
 
Notes to Consolidated Financial Statements WCNOC uses a measurement date of December 31 for its retirement plan, supplemental retirement plan and postretirement plan (collectively, the Plans) . Information about KEPCo's 6% of the Plans' funded status follows :
Pension Benefits                      Postretirement Benefits 2017                      2016            2017                    2016 Change in benefit obligation:
Benefit obligation ,
beginning of year    $ 29,237,240            $ 26,351 ,186      $  921 ,124            $    994,854 Service cost                  995,723                  861 ,508        18,668                  16,209 Interest cost              1,263,807                1,232 ,522        35,708                  41 ,529 Plan participants' contributions                                                        139,866                  126,206 Benefits paid              (1 ,069,863)                (890,285)      (207 ,201 )              (195,427)
Actuarial losses (gains)                  2,990,128                  {857 ,971}      {12 ,580}                {62 ,247}
Benefit obligations, end of year              33,417,035                26,696,960        895,585                  921 ,124 Change in plan assets:
Fair value of plan assets, beginning of year              17,704,794          15,526,150              2,193            13,370 Actual return on plan assets                          3,198,260            1,144,696            5,923                (456)
Employer contributions                  1,537 ,920            1,891 ,919          59,552            58,500 Plan participants' contributions                                                            139,866            126,206 Benefits paid                    {1,037,549}            {857 ,971}        {207 ,201}        {195,427}
Fair value of plan assets, end of year                    21,403,425            17,704,794                333              2,193 Funded status, end of year                    $ (12,013,610)      $ (11 ,532,445)    $    (895,252)      $  (918,931) 31
 
Notes to Consolidated Financial Statements Amounts recognized in the consolidated balance sheets:
2017                  2016 Other long-term liabilities WCNOC pension and postretirement benefit plans                                    $ 12,908,862          $ 12,451 ,376 WCNOC provision for injuries                                              18,000                18,000 Total other long-term liabilities                                    $ 12,926,862          $ 12,469,376 Amounts recognized in accumulated other comprehensive (loss) income not yet recognized as components of net periodic benefit cost consist of:
Pension Benefits                    Postretirement Benefits 2017                  2016            2017                2016 Net (loss)/gain              $ {8 ,972,567)          $ (8,466,849)    $    95,536        $    83,474 Prior service cost                  (49,856)              (56,927)
                                    $ ~9 ,022,423l          $ ~8,523,776l    $    95,536        $    83,474 Information for the pension plan with an accumulated benefit obligation in excess of plan assets:
Pension Benefits                      Postretirement Benefits 2017                      2016            2017                  2016 Projected benefit obligation                  $33,417,035                $29,237 ,239    $    895,585          $    921 ,124 Accumulated benefit obligation                  $29,346,792                $25,782,492      $                      $
Fair value of plan assets                      $21,403,425                $17,704 ,794    $        333          $      2,193 Weighted average actuarial assumptions used to determine net periodic benefit obligation :
Pension Benefits              Postretirement Benefits 2017                  2016        2017                2016 Discount rate                              3.73/3.63%                4.26%          3.56%              3.95%
Annual salary increase rate                      4.00%              4.00%            N/A                N/A WCNOC uses a measurement date of December 31 for its pension and post-retirement benefit plans.
The discount rate to determine the current year pension obligation and the following year's pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate a sufficient cash flow to provide for the projected benefit payments of the plan . After the bond portfolio is selected, a single interest rate is determined that equates the present va lue of the plan 's projected benefit payments discounted at this rate with the market value of the bonds selected.
32
 
Notes to Consolidated Financial Statements Pension Benefits                Postretirement Benefits 2017                  2016            2017              2016 Components of net periodic cost (benefit) :
Service cost                  $      995,723        $    861 ,508    $    18,669      $    16,209 Interest cost                      1,263,807            1,232 ,522        35,709            41,529 Expected return on plan assets                  (1 ,349,514)          (1 ,241,172)
Amortization:
Transition obligation ,
net Prior service cost                    7,071                7,071 Actuarial loss, net                635,663              556 ,200        (6,441)            {1 ,850)
Net periodic cost              1,552 ,750            1,416,129          47,937            55,888 Other changes in plan obligations recognized in other comprehensive income:
Current year actuarial loss (gain)                    1,141 ,381          1,778,784          (18,503)        (61 ,791)
Amortization of actuarial loss                              (635,663)          (556 ,200)          6,441            1,850 Amortization of prior service cost                        (7 ,071)            (7 ,071)
Amortization of transition obligation Total recognized in other comprehensive income              498,647          1,215,513          (12,062)        (59,941)
Total recognized in net periodic cost and other comprehensive income      $    2,051,397      $    2,631,642      $    35,875    $    (4 ,054)
Weighted average actuarial assumptions used to determine net periodic cost:
Discount rate                  4.26/4.06%                4 .61%          3.95%            4.27%
Expected long term return on plan assets              7.25%              7.25%              N/A              N/A Compensation rate increase                            4.00%              4.00%              NIA              N/A 33


Contents Page Financial Statements Page Organization and Resources
Notes to Consolidated Financial Statements KEPCo estimates they will amortize the following amounts into net periodic cost in 2018:
...................
Pension            Postretirement Benefits              Benefits Actuarial loss                                                          $      850,889        $        (7 ,354)
.......... 1 Balance Sheets ...........
Prior service cost                                                                7,071 Total                                                                  $      857,960        $        {7,354)
................................. 16-17 Leadership Message ........................................
The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios. Assumed projected rates of return for each asset class were selected after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, the overall expected rate of return for the portfolios was developed , adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets .
2-5 Statements of Margin ................
For measurement purposes , the assumed annual health care cost growth rates were as follows :
........................ 18 2017 Highlights
2017                  2016 Health care cost trend rate assumed for next year                                                                  6.00%                6.50%
................................
Rate to which the cost trend rate is assumed to decline                                                            5.00%                5.00%
................
Year that the rate reaches the ultimate trend rate                                  2020                  2020 The health care cost trend rate affects the projected benefit obligation. A 1% change in assumed health care cost growth rates would have effects shown in the following table :
6-8 Statements of Patronage Capital. ..................... 19 KEPCo Trustees and Managers .................... 9-12 Statements of Cash Flows ................................ 20 Operating Statistics
One percentage          One percentage point increase          point decrease Effect on total service and interest cost                          $        (1 ,156)      $          1,253 Effect on post-retirement benefit obligation                        $        (16 ,058)      $          18,155 WCNOC pension and post-retirement plan investment strategy is to manage assets in a prudent manner with regard to preserving principal while providing reasonable returns . It has adopted a long-term investment horizon such that the chances and duration of investment losses are carefully weighed against the long-term potential for appreciation of assets. Part of its strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries , and the primary financial objective of the plan is to improve its funded status.
.....................................
34
...... 13 Notes to Financial Statements
..................... 21-40 Report of Independent Public Accountants
.. 14-15 Mission & Vision Statement/
Area Map ........... .41 KEPCo Staff Marcus Harris ................ Executive Vice President
& Chief Executive Officer Mark Barbee ..........
............ Senior Vice President of Engineering and Operations Coleen Wells ..................... Senior Vice President
& Chief Financial Officer Suzanne Lane ............ .Vice President
-Member Services and Government Affairs Stephanie Anderson ...................
.............. Finance & Benefits Analyst 2 Chris Davidson ..........
........................... Engineer 3 Terry Deutscher
........................ Manager, SCADA & Meter Maintenance Mark Doljac .......................... Executive Director of Regulatory Affairs & Planning Carol Gardner ...........
.......... Operations Analyst 2 Shawn Geil. .............................. Executive Director of Technical
& Energy Services Maurice Hall. ...... Sr. SCADA/Metering Technician Robert Hammersmith
......................... Sr. SCADA/ Metering Technician Shari Koch ............................. Finance & Accounts Payable/Payroll Specialist 2 Melissa Kerstiens
........... Administrative Assistant/
Receptionist Mitch Long ..............
........................... Sr. SCADA/ Metering Technician Matt Ottman ...... lnformation System Specialist 2 John Payne .................................. Senior Engineer Rita Petty ............................... Executive Assistant
& Manager of Office Services Kelsey Schrempp ........... Administrative Assistant
& Benefits Specialist Paul Stone .................................. System Operator Jill Taggart ...... Director of Forecasting
& Planning Phil Wages ............. Director of Member Services , Government Affairs & Business Development Organization and Resources Kansas Electric Power Cooperative , Inc. (KEPCo), headquartered in Topeka , Kansas , was incorporated in 1975 as a not-for-profit generation and transmission cooperative (G&T). It is KEPCo's responsibility to procure an adequate and reliable power supply for its nineteen distribution rural electric cooperative members at a reasonable cost. Through their combined resources, KEPCo members support a wide range of other services , such as rural economic development , marketing, power requirement and engineering studies, and rate design , among others. KEPCo is governed by a Board of Trustees representing its nineteen members which collectively serve more than 120 , 000 electric meters in two-thirds of Kansas. The KEPCo Board of Trustees meets reg u larly to establish policies and act on issues that often include recommendations from working committees of the Board and KEPCo staff. The Board also elects a seven-person Executive Committee which includes the President , Vice President , Secretary , Treasurer , and three additional Executive Committee members. KEPCo was granted a limited certificate of convenience and authority by the Kansas Corporation Commission in 1980 to act as a G& T public utility. KEPCo's power supply resources consist of: 70 MW of owned generation from the Wolf Creek Generating Station; 30 MW of owned generation from the Iatan 2 Generating Unit; the 20 MW Sharpe Generating Station located in Coffey County; Prairie Sky Solar , a 1 MW solar facility in Butler County; hydropower purchases of an equivalent 100 MW from the Southwestern Power Administration and 13 MW from the Western A r ea Power Administration
; and partial requirement power purchases from regional utilities. KEPCo is a Touchstone Energy Cooperative. Touchstone Energy is a nationwide alliance of more than 750 cooperatives committed to promoting the core strengths of electric cooperatives
-integrity , a c countability , innovation , personal service and a legacy of community commitment.
The national program is anchored by the motto " The Power of Human Connections
." Kansas Electric Power Cooperative, Inc. P.O. Box 4877 Topeka , KS 66604 600 SW Corporate View Topeka , KS 66615 (785) 273-7010 www.kepco.org A Touchstone Energy Cooperative 1 2017 Message from Kevin Compton KEPCo President
& Marcus Harris Executive Vice President
& Chief Executive Officer Mr. Kevin Compton , KEPCo President , and Mr. Marcus Harris , KEPCo EVP & CEO. The role and responsibility of a generation and transmission electric cooperative utility is many faceted. Securing a reliable , economic , and safe power supply has always been at the forefront of our obligation to KEPCo's member cooperatives. In 2016 , Westar Energy announced its plans to be acquired by Great Plains Energy (GPE). KEPCo has a purchase power agreement with Westar Energy until 2045 , and has several other interests with Westar Energy and GPE. The acquisition of Westar Energy by GPE faced several regulatory approvals , one of which was by the Kansas Corporation Commission (KCC). KEPCo intervened in the case to protect its interests and those of its member cooperatives. In April of 2017 , the KCC ruled unanimously against the proposed acquisition , citing in their ruling many of the concerns made by KEPCo during the hearing. i In August of 2017 , Westar Energy and GPE announced their intention of merging the two companies as equals , rather than an acquisition , and subsequently filed the merger agreement with the KCC and other regulatory bodies. KEPCo intervened in the proposed merger and will again monitor the merger proceedings with the intent of protecting the interests of KEPCo and its member cooperatives. A final ruling by the KCC i s expected in June of 2018. 2 In the ever-evolving world of technology , consumers are demanding choices that will allow them to manage their energy needs , both dependent and independent of the utility , reduce their environmental footprint , and have access to technology that allows them to be more productive, efficient, and comfortable in their day-to-day lives. Technologies such as photovoltaic units , battery storage , high-efficiency HVAC units , smart home devices , and electric vehicles are just a few on the list of products and services impacting the utility industry. KEPCo is studying these various technologies to find beneficial and economic ways for electric cooperative members to save energy through better products and innovative solutions. One technology that KEPCo invested a great deal of time researching and establishing a better understanding of in 2017 was electric vehicles and their impact to KEPCo when a significant number of vehicles in our members' territories is reached. Electric vehicles have the potential to impact the utility industry in ways no other technology has before and KEPCo fully supports their promotion and adoption. KEPCo views electric vehicles as a technology that holds promise of flattening our load duration curve , thus providing a positive economic impact to our member cooperatives.
In support of the adoption of electric vehicles , KEPCo applied for a grant through the Kansas Department of Health and Environment to place thirty-eight electric vehicle charging stations within the service territories of KEPCo's nineteen member electric cooperatives.
The grant money was made available as part of the Volkswagen settlement with the Environmental Protection Agency. Kansas will receive in excess of $15 million , to be dispersed over a ten-year period beginning in 2018. KEPCo installed its first scale solar farm in 2017. Prairie Sky Solar was placed into service on February 21 and reduced KEPCo's power purchase obligations from other suppliers. Prairie Sky Solar was added to KEPCo's diverse energy mix to Prairie Sky Solar ribbon cutt i ng with Governor Sam Brownback (third from left), supply energy throughout the KEPCo Board members , and KEPCo staff. year with the added benefit of offsetting capacity needs over KEPCo's summer peak. As a bonus , with the addition of Prairie Sky Solar , KEPCo's greenhouse gas emitting resource mix improved to where KEPCo now generates approximately 53% of its energy with non-greenhouse gas emitting resources.
Not many utilities across the country can make such a claim. Tantamount to providing an economical power supply is the ability to control costs. As a transmission-dependent utility , KEPCo has been experiencing escalating transmission costs over the past few years, primarily attributed to the construction of renewable energy and associated transmission line build-out and significant investments in transmission infrastructure by area utilities. Recognizing this trend , the KEPCo Board of Trustees approved the necessary amendment to existing policies that will allow and enable KEPCo to participate in economically viable transmission projects in the future. This amendment is pending Rural Utilities Service (RUS) approval.
3 Critical to managing wholesale energy costs is the ability of KEPCo and its member cooperatives to control peak demand. For decades , KEPCo and its member cooperatives have managed peak loads using various demand-side management programs and incentives.
KEPCo's demand management program has resulted in millions of dollars in savings for our member cooperatives and ultimately , the members of our member distribution cooperatives. To augment KEPCo's KEPCo member cooperative distr i buted generation. existing programs , KEPCo presented to the RUS an addendum to a current Board Policy that would allow KEPCo's member cooperatives to add an additional ten percent in distributed generation , five percent of which will be solar generation , to the current five percent distributed generation allowance. The addendum, if approved , will provide our member cooperatives the ability to enhance their fiscal management controls by offsetting demand by utilizing their own generation. Through prudent and diligent fiscal management , KEPCo was able to return $15 million in 2017 to its member cooperatives through its Margin Stabilization Adjustment (MSA). The MSA was instituted in 2011 as a method to keep KEPCo's margin in line with the budgeted amount. Since inception of the MSA , KEPCo has returned over $68 million to its member cooperatives. Les Evans Suzanne Lane This year , two longtime, valued KEPCo employees announced their retirements. Mr. Les Evans , Senior Vice President and Chief Operating Officer , announced his retirement at the end of December, after dutifully serving KEPCo for 13 years. Mr. Evans will retain a relationship with KEPCo , working on power supply issues. In February , Ms. Betty Lesline , Receptionist/Administrative Assistant , retired , ending her 17-year career with KEPCo. We wish both Les and Betty a long and happy retirement.
;.~1 "' . \ I , , Betty Lesline Mark Barbee Mark Do l jac Shawn Geil In June , KEPCo added Ms. Suzanne Lane to its senior staff as Director of Strategy. Ms. Lane was previously employed by Westar Energy , holding various positions in her 19-year tenure. Effective January 2018 , four senior staff members were promoted. Ms. Lane was promoted to the position of Vice President of Member Services and Government Affairs. Mr. Mark Barbee , Vice President of Engineering , was promoted to Senior Vice President of Engineering and Operations. With their new responsibilities , Ms. Lane and Mr. Barbee will share the duties of the retired Mr. Evans. Mr. Mark Doljac , Director of Rates and Regulation , and Mr. Shawn Geil , Director of Information Systems, were each promoted to Executive Director. 4 Dale Coomes Ken Maginley Bob Reece Leon Eck KEPCo also had changes in i~ Board room , as five Trustees retired during 2017. KEPCo said goodbye to Mr. Dale Coomes , CEO of Heartland Electric Cooperative , Mr. Ken Dennis Peckman Maginley , Manager of Bluestem Electric Cooperative , Mr. Bob Reece, Manager of Flint Hills Electric Cooperative, Mr. Leon Eck , former KEPCo President (1993-1997) and KEPCo Alternate Trustee from Rolling Hills Electric Cooperative , and Mr. Dennis Peckman , KEPCo Trustee from Heartland Electric Cooperative , who have a combined KEPCo Board of Trustees service tenure of 151 years. During their careers , these gentlemen were involved in essentially every decision that was made in the past 30-plus years at KEPCo. Their depth and breadth of knowledge and experience will be missed. In November at KEPCo's annual meeting, Mr. Kevin Compton was unanimously re-elected to a second term as President of the KEPCo Board of Trustees. Mr. Compton is from Hiawatha , Kansas , and is the Vice President of the Brown-Atchison Electric Cooperative Board of Trustees. The KEPCo Executive Committee was also re-elected. As the u t ility industry continues to progress with and adapt to technological advancements , it is essential that KEPCo operates under the direction of a knowledgeable and proactive Board of Trustees. KEPCo is fortunate to have such a Board in place. Much appreciation and gratitude is extended to the KEPCo Board of Trustees for the knowledge and resolve demonstrated this past year on some difficult issues and the confidence the Board has in KEPCo staff to operate and manage KEPCo in a purposeful manner and serve rural Kansans with accountability , innovation , and a commitment to the communities served by our member cooperatives. Marcus Harris KEPCo EVP & CEO 5 Kevin D. Compton KEPCo President 2017 KEPCo Highlights KEPCo's Marcus Harris , Bill Riggins , and Phil Wages , along with a contingent of another 20 Kansas electric cooperative representatives, attended the NRECA Legislative Conference in Washington , D.C. The Kansas contingent , along with over 2 , 000 electric cooperative representatives from across the country , conveyed industry issues to their respective Congressional leaders. Kansas electric cooperative representatives with Kansas Senator Pat Roberts. Safety of our employees is essential to the continued operational success of KEPCo. Appropriate safety meetings are held throughout the year for KEPCo staff KEPCo is proud to report there were no Jost time accidents recorded in 2017. KEPCo , along with representatives from several Kansas electric ut ili ties , attended a Southwest Power Pool (SPP) meeting with Governor Sam Brownback , Kansas Senator Rob Olson , and Kansas Representative Joe Seiwert. Senior management of SPP presented information regarding transmission planning , the energy mix in the day-ahead market , cost allocation , governance , FERC Order 1000 , and interregional seams issues. Kansas electric utility representatives with Governor Brownback at the SPP meeting. KEPCo completed 10-Year Power Cost Projections for five of KEPCo 's member cooperatives and completed 10-year Load Forecasts for four of KEPCo's member cooperatives. 6 KEPCo Services, Inc. (KSI), a wholly-owned subsidiary of KEPCo , completed its 20th year of operations.
The staff of KSI completed several projects throughout the year , which included: the Prairie Sky Solar Farm, which was brought on-line in February; an EPA/ KDHE air emissions test of KEPCo's Sharpe Generating Station; KSl's NERC compliance audit; two construction work plans and one sectionalizing study; assisting a member cooperative with damage assessment following winter storm Jupiter and the identification of $5.5 million in repairs needed to restore the facilities to pre-disaster condition; and replacing meter reading communication devices and associated software and hardware.
*KSI Eng i ne 1 ering The Wolf Creek Nuclear Generating Station performed exceptionally well and ran continuously in 2017. Wolf Creek set an annual generation record of 10 , 647 , 988 MWh and also set three of the top five all -time monthly production records. Th i s exceptional performance is indicative of the great strides Wolf Creek has made with regulatory and operational performance in recent years. Wolf Creek Nuclear Generat i ng Station KEPCo staff participated in the annual Southwest Power Pool (SPP) Legislative Conference. The conference was a three-day visit to Washington , D.C., centered around discussing issues impacting the electric utility industry and how Congress and the Administrat i on are addressing these matters. The speakers for the conference included several experts in the energy industry, as well as members of Congress serving on jurisdictional energy committees and representing districts within the SPP region. KEPCo Staff also continued to work diligently with the KEC , Sunflower Electric , and Midwest Energy on legislative issues in Kansas and Washington, D.C. Staff testified on several bills in 2017 and tracked numerous pieces of legislation.
Representatives from Midwest Energy , KEPCo , Empire District , ITC , and Sunflower visit w i th Congresswoman Lynn Jenkins during the SPP conference. 7 USDA Rural D velopmen omm i tl d lo t h r tur or ru r I o muni l i . KEPCo continues to work with its member cooperatives on an aggressive rural development program that has successfully created rural jobs and wealth retention in Kansas. The USDA Rural Economic Development Loan & Grant (REDLG) program provides zero interest loans to worthy projects. Per the mission of KEPCo , KEPCo staff continuously monitors , reviews , and evaluates all of the associated formula rates that impact KEPCo's power supply and transmission costs. As part of that routine process , KEPCo staff discovered an error in both the Westar Generation Formula Rate and Transmission Formula Rate associated with property taxes. KEPCo staff will be reviewing Westar's filed documents to assure corrections are appropriate. Iatan 2, a coal-fired facility in Weston , Missouri , of which KEPCo has a partial ownership interest, provided KEPCo with nearly 11 % of its energy requirements in 2017. Iatan 2 is an 850 MW super-critical plant that utilizes state-of-the-art emission control systems and continues to be one of the most efficient and lowest greenhouse gas emitting coal plants in the U.S. Iatan 2 , located in Weston , Missouri.
Prairie Sky Solar , a one MW solar facility located in Butler County. 8 Prairie Sky Solar went on-line in late February , producing 1 , 803 MWh in 2017 and averaging 841 kW during the four peak summer months. This performance reduced KEPCo's demand costs for those months , and also reduced KEPCo's ratchet demand for the following eight months.
KEPCo Member Cooperatives Trustees, Alternates, and Managers Joseph Seiwert Ken Maginley Kevin Compton Dale Short Dwane Kessinger Ark Valley Electric Cooperative Assn., Inc. PO Box 1246 , Hutchinson , KS 67504 620-662-6661 Trustee Rep. --Joseph Seiwert Alternate Trustee --Jackie Holmberg Manager --Jackie Holmberg Bluestem Electric Cooperative , Inc. PO Box 5 , Wamego , KS 66547 785-456-2212 PO Box 513 , Clay Center , KS 67432 785-632-3111 Trustee Rep. --Kenneth J. Maginley Alternate Trustee --Robert Ohlde Manager --Kenneth J. Maginley Brown-Atchison Electric Cooperative , Assn., Inc. PO Box 230 , Horton , KS 66439 785-486-2117 Trustee Rep. --Kevin Compton Alternate Trustee --James Currie Manager --James Currie Butler Electric Cooperative Assn., Inc. PO Box 1242 , El Dorado , KS 67402 316-321-9600 Trustee Rep. --Dale Short Alternate Trustee --Riley Walters Manager --Dale Short Caney Valley Electric Cooperative Assn., Inc. PO Box 308 , Cedar Vale, KS 67204 620-758-2262 Trustee Rep. --Dwane Kessinger Alternate Trustee --Allen A. Zadorozny Manager --Allen A. Zadorozny 9 Jackie Holmberg Bob Ohlde Jim Currie Riley Walters Allen Zadorozny CMS Electric Cooperative , Inc. PO Box 790, Meade, KS 67864 620-873-2184 Trustee Rep. --Kirk A. Thompson Alternate Trustee --Clifford Friesen Manager --Kirk A. Thompson Kirk Thompson Cliff Friesen Bob Reece (~.', , ... , H.H. Stockebrand Steven Foss Scott Whittington DS&O Electric Cooperative , Inc. PO Box 286 , Solomon, KS 67480 785-655-2011 Trustee Rep. --Dean Allison Alternate Trustee --Tim Power Manager --Tim Power Flint Hills Electric Cooperative Assn., Inc. PO Box B, Council Grove , KS 66846 620-767-5144 Trustee Rep. --Robert E. Reece Alternate Trustee --Terry Olsen Manager --Robert E. Reece Heartland Rural Electric Cooperative , Inc. PO Box 40 , Girard , KS 66743 620-724-8251 Trustee Rep. --H.H. Stockebrand Alternate Trustee --Dale Coomes Manager --Dale Coomes LJEC PO Box 70 , McLouth , KS 66054 913-796-6111 Trustee Rep. --Steven 0. Foss Alternate Trustee --Harlan Hunt Manager --Steven 0. Foss Lyon-Coffey Electric Cooperative , Inc. 2731 Milo Terrace, Lebo , KS 66856 620-364-2116 Trustee Rep. --Scott Whittington Alternate Trustee --Robert Converse Manager --Scott Whittington 10 Tim Power Terry Olsen Dale Coomes Harlan Hunt Robert Converse KEPCo Member Cooperatives Trustees, Alternates, and Managers Paul Unruh Bill Peterson Dennis Duft Doug Jackson Don Metzen Ninnescah Electric Cooperative Assn., Inc. PO Box 967 , Pratt , KS 67124 620-672-5538 Trustee Rep. --Paul Unruh Alternate Trustee --Teresa Miller Manager --Teresa Miller Prairie Land Electric Cooperative, Inc. PO Box 360 , Norton , KS 67654 785-877-3323 District Office , Bird City 785-734-2311 District Office , Concordia 785-243-1750 Trustee Rep. --Bill Peterson Alternate Trustee --Allan J. Miller Manager --Allan J. Miller Radiant Electric Cooperative , Inc. PO Box 390 , Fredonia , KS 66736 620-378-2161 Trustee Rep. --Dennis Duft Alternate Trustee --Tom Ayers Administrative Manager --Leah Tind l e Operations Manager --Dennis Duft Rolling Hills Electric Cooperative , Inc. PO Box 339 , Beloit , KS 67420 785-534-1601 Trustee Rep. --Douglas J. Jackson Alternate Trustee --Paul Wilson Manager --Douglas J. Jackson Sedgwick County Electric Cooperative Assn., Inc. PO Box 220 , Cheney , Ks 67025 316-542-3131 Trustee Rep. --Don Metzen Alternate Trustee --Rex Smith Manager --Scott Ayres 11 Teresa Miller Allan Miller Tom Ayers Paul Wilson Rex Smith Leah T i ndle Scott Ayres John Schon Bryan Coover Shane Laws Sumner-Cowley Electric Cooperative , Inc. PO Box 220 , Wellington, KS 67152 620-326-3356 Trustee Rep. --John Schon Alternate Trustee --Cletas Rains Manager --Cletas Rains Twin Valley Electric Cooperative , Inc. PO Box 368 , Altamont , KS 67330 620-784-5500 Trustee Rep. --Bryan Coover Alternate Trustee --Ron Holsteen Manager --Ron Holsteen Victory Electric Cooperative Assn., Inc. PO Box 1335, Dodge City , KS 67801 620-227-2139 Trustee Rep. --Shane Laws Alternate Trustee --Daryl Tieben Manager --Shane Laws 2017 -2018 KEPCo Executive Committee Cletas Rains Ron Holsteen Daryl Tieben Back row , left to right: Kevin Compton -President; Dale Short -Vice President; Dean Allison -Treas urer; Doug Jackson -Secretary. Front row , left to r i ght: Steve Foss -E xe cutive Comm itte e; Kirk Thompson -E xec ut i ve Comm i ttee; Scott Wh itt ington -E xe cutive Committee. 12 Operating Statistics f :::l 0 :::c 2 , 300,000 -j 1,800,000 ns C) Q) :iE 1 , 300 , 000 Operating Expenses KEPCo O&M Nuclear F u e l andA&G 2.6% 5.1% l nteres 5.6% Depr. and Amort. 5.8% Wolf Creek O&M andA&G Iatan 2 Fue l 2.2% Purchase d Powe r 66.5% 2013 2014 2015 2016 2017 10.8% 500 450 n:s 400 n:s C) (I) :il: ... 350 300 85.0 8_ 65.0 45.0 20 1 3 Year Peak Demand 2014 2015 Year Rates 2016 2017 2013 2014 2015 2016 2017 Year Sources of Energy WAPA SWPA __ 11.1% Sunflower.
17.2% 13 Wolf Creek 30.3%
INDEPENDENT AUDITORS' REPORT To the Board of Directors Kansas Electric Power Cooperative , Inc. Topeka , Kansas We have audited the accompanying consolidated financial statements of Kansas Elec t ric Power Cooperative, Inc. and subsidiary
("KEPCo"), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of margin , patronage capital , and cash flows for the years then ended , and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control r elevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards genera ll y accepted in the United States of America and Government Auditing Standards , issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain r easonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.
The procedures selected depend on the auditors' judgment , including the assessment of the risks of material misstatement of the consolidated financial statements , whether due to fraud or error. In making those risk assessments , the auditor considers internal control relevant to the entity's preparation and fair presentation of the co n solidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly , we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management , as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unmodified opinion on 2017 and our qualified audit opinion on 2016. Basis for Qualified Opinion As more fully described in Note 3 to the financial statements , certain depreciation and amortization methods have been used in the preparation of the 2016 consolidated financial statements which , in our opinion , are not in accordance with accounting principles generally accepted in the United States of America. The effects on the consolidated financial statements of the aforementioned departure are explained in Note 3. 14 Unmodified Opinion on 2017 and Qualified Opinion on 2016 In our opinion , except for the possible effects on the 2016 consolidated financial statements of the matters discussed in the Basis for Qualified Opinion paragraph, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of KEPCo as of December 31 , 2017 and 2016, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Changes i n Accounting Principle As described in Note 1 to the financial statements , the Company adopted the prov1s1ons of Accounting Standards Updates 2016-01 and 2015-07 in 2016. Our opinion is not modified with respect to these matters. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards , we also have issued our report dated April 13 , 2018 , on our consideration of KEPCo's internal control over financial reporting and our tests of its compliance with certain provisions of laws , regulations , contracts , and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance.
That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering KEPCo's internal control over financial reporting and compliance. Mayer Hoffman Mccann P.C. Topeka, Kansas April 13, 2018 15 Consolidated Balance Sheets Assets Utility Plant In-service Less allowances for depreciation Net in-service Construction work in progress Nuclear fuel (less accumulated amortization of $25 , 160,432 and $21 , 184 , 282 for 2017 and 2016 , respectively)
Total utility plant Restricted Assets Investments in the National Utilities Cooperative Finance Corporation Decommissioning fund Investments in other associated organizations Total restricted assets Current Assets Cash and cash equivalents Member account receivables Materials and supplies inventory Other assets and prepaid expenses Total current assets Other Long-term Assets Deferred charges Wolf Creek disallowed costs (less accumulated amort i zat i on of $19 , 015 , 820 and $18 , 692 , 371 for 2017 and 2016 , respectively)
Wolf Creek decommissioning regulatory asset Deferred incremental outage costs Other deferred charges (less accumulated amortization of $9 , 846 , 819 and $9 , 782 , 828 for 2017 and 2016 , respectively)
Unamortized debt issuance costs Other assets Sout h west Power Pool charges Prepaid pension cost Total long-term assets Total assets December 31 , 2017 $ 364 , 467,610 (169,170,225) 195 , 297 , 385 11 , 885,675 8 , 977 , 729 216 , 160 , 789 11 , 771 , 055 25 , 502 , 604 317,280 37 , 590 , 939 11 , 392 , 780 12 , 517 , 966 7 , 305 , 303 700 , 276 31 , 916 , 325 6 , 967 , 100 (9 , 515 , 616) 717 , 688 324 , 007 9 1 , 209 , 075 1, 831 , 866 679 , 041 2 , 213 , 170 2016 $ 358 , 299 , 394 (162 , 033 , 119) 196 , 266 , 275 13 , 587 , 572 7 , 671,517 217 , 525 , 364 11 , 552,345 21 , 662 , 907 306 , 626 33 , 521 , 878 13 , 097 , 952 13 , 584 , 071 6 , 587,450 699 , 538 33 , 969 , 011 7 , 290 , 549 (7 , 017 , 075) 2 , 421 , 944 6 , 664 8 , 322 311 , 016 2 , 320 , 364 810,468 6 , 152 , 252 $ 287 , 881 , 223 $ 291 , 168 , 505 See Notes t o the Conso l idated F i nancial Statements 16 Consolidated Balance Sheets Patronage Capital and Liabilities Patronage Capital Membe r ships Patronage capital Accum u lated other comprehensive loss Tot a l patronage capital Long-term Debt Other Long-term Liabilities Wolf Creek decommissioning liability Wolf Creek pension and postretirement benefit plans Wolf Creek deferred compensat i on Other deferred credits Total other long-term liabilities Current Liabilities Current m aturities of long-term debt Accounts payable Payroll and payroll-related liabilities Deferred revenue Accrued p roperty taxes Accrued income taxes Accrued interest payable Total c urrent liabilities Total p atronage capital and liabilities 2017 $ 3 , 200 81,084 , 265 (8 , 926 , 887) 72 , 160 , 578 152 , 297 , 209 20 , 589 , 586 12 , 926 , 862 1 , 360 , 660 176 , 979 35 , 054 , 087 8,460 , 122 14 , 012 , 131 257 , 810 4 , 063 , 942 1 , 098 , 552 759 476 , 033 28 , 369,349 $ 287 , 881 , 223 December 31 , See Notes to the Consolidated Financial Statements 17 2016 $ 3 , 200 78 , 731 , 784 (8,440 , 302) 70,294 , 682 151 , 532 , 880 19,418,417 12,469 , 376 1 , 319 , 029 9 , 250 33 , 216 , 072 11 , 129 , 805 14 , 393 , 732 233 , 212 8,704 , 942 1 , 157 , 946 479 504 , 755 36 , 124 , 871 $ 291 , 168 , 505 Consolidated Statements of Margin Operating Revenues 2017 For the years ending December 31 , 2016 Sale of electric energy $ 153 , 163 , 951 $ 160 , 274 , 808 Operating Expenses Power purchased 101 , 329 , 950 Nuclear fuel 3 , 990 , 729 Plant operations 16 , 576 , 656 Plant maintenance 5 , 152 , 290 Administrative and general 7 , 473 , 429 Amortization of deferred charges 387,441 Depreciation and decommissioning 9 , 005 , 184 Total operating expenses 143 , 915 , 679 Net operating revenues 9 , 248 , 272 Interest and Other Deductions Interest on long-term debt 8 , 465 , 229 Amortization of debt issuance costs 8 , 313 Other deductions 169,056 Total interest and other deductions 8 , 642,598 Operating income 605 , 674 Other lncome/(Expense)
Interest income 1 , 258,850 Other income 495 , 520 Income tax (7 , 563) Total other income 1 , 746 , 807 Net margin $ 2 , 352 , 481 Net Margin $ 2 , 352 , 481 Other comprehensive loss Net loss arising during year on pension obligation (1 , 122 , 878) Amortization of prior year service costs included in net periodic pension costs 636,293 Comprehensive income $ 1 , 865 , 896 See Notes to the Consolidated Financial Statements 18 106 , 192 , 839 3 , 303 , 026 15 , 719 , 345 5 , 830 , 421 7 , 050 , 359 3 , 988 , 865 8 , 686 , 169 150 , 771 , 024 9 , 503 , 784 8,558,224 15 , 391 139,195 8,712,810 790 , 974 860 , 660 285 , 944 (4 , 683) 1 , 141 , 921 $ 1 , 932 , 895 $ 1 , 932 , 895 {1 , 716 , 993) 561,421 $ 777,323 Consolidated Statements of Patronage Capital Balance at December 31 , 2015 Net margin Defined benefit pension plans: Net earnings arising during year Amortization of prior year service costs included in net periodic pension costs Balance at December 31 , 2016 Net margin Defined benefit pension plans: Net loss arising during year Amortization of prior year service costs included in net periodic pension costs Balance at December 31 , 2017 Patronage Memberships Capital $ 3 , 200 $ 76 , 798 , 889 1 , 932,895 3 , 200 78 , 731 , 784 2 , 352,481 $ 3,200 $ 81 , 084 , 265 Accumulated Other Comprehensive Income (Loss) $ (7 , 284 , 730) (1 , 716 , 993) 561 , 421 (8,440 , 302) (1 , 122 , 878) 636,293 $ (8,926,887)
See Notes to the Consolidated Financial Statements 19 Total $69 , 517,359 1 , 932,895 (1 , 716 , 993) 561 , 421 70 , 294 , 682 2 , 352 , 481 (1 , 122 , 878) 636 , 293 $72 , 160 , 578 Consolidated Statements of Cash Flows Cash Flows From Operating Activities Net margin $ Adjustments to reconcile net margin to net cash flows from operating act ivi ties Depreciation and amort i zation Decommissioning Amortization of nuclear fuel Amortization of deferred charges Amortization of deferred in cremental outage costs Amortization of debt issuance costs Changes in Member accounts receivable Materia l s and supplies Other assets and prepa id expense Accounts payable Payroll and payroll-related liabilities Accrued property tax Accrued interest payable Accrued income taxes Other long-term liab il ities Prepaid pens i on cost Deferred revenue Net cash flows from operating activities Cash Flows From Investing Activities Additions to electrical plant Additions to nuclear fuel (Additions)/reductions to deferred charges Additions to deferred incremental outage costs Investments in decomm i ssioning fund assets Investments in associated organizations Proceeds from the sale of property Net cash flows from investing activities Cash Flows From Financing Activities Principal payments on long-term debt Proceeds from issuance of long-term debt Payments unapplied Net cash flows from financing activities Net (decrease)/increase in cash and cash equivalents Cash an d Cash Equivalents, Begi n ning of Year Cash and Cash Equivalents , End of Year $ S u ppleme n ta l Disclosu r e of Cash F low Information Interest paid $ For the years ending December 31, 2017 2016 2 , 352,481 $ 1 , 932 , 895 8,498 , 847 8 , 173 , 568 3 , 669 ,71 0 1,496 , 722 3 , 976 , 149 3 , 294 , 777 335,200 3 , 898 , 956 2 , 055 , 696 2 , 373 , 725 8 , 313 15 , 391 1 , 066 , 105 (1 , 590,640) (7 17 , 853) 57 , 909 (896 , 884) (3 , 509 , 895) (381 , 601) 1 , 340,474 24 , 598 (8 , 141) (59 , 394) (1 54 , 440) (28 , 722) (4 6,105) 280 525 666 , 846 723 , 753 131,427 131,427 (4 , 641 , 000) 2 , 600 , 736 16 , 060 ,1 98 20 , 731,637 (5, 831,470) (10 , 825 , 350) (5 , 282 , 361) (2 , 506 , 622) (32 9 , 094) 340 , 606 (351,440)
(2 , 827 , 500) (3, 839 , 697) (1 , 666 , 711) (2 29 , 364) (468 , 165) 3,410 23 , 079 (15 , 860 , 0 16) (17 , 930 , 663) (6 , 558 , 200) (11,4 57 , 281) 5,401 , 047 21 , 229 , 828 (748,201)
(5 , 782 , 990) (1 , 905 , 354) 3 , 989 , 557 (1 ,7 05 , 172) 6 , 790,531 13 , 097 , 952 6 , 307,421 11 , 392 , 780 $ 13, 097 , 952 8 , 663 , 000 $ 8,743 , 500 See Notes to the Consolidated Financ i al Statements 20 r--1 Notes to Consolidated Financial Statements (1) Nature of Operations and Summary of Significant Accounting Policies Nature of Operations
-Kansas Electric Power Cooperative , Inc., and its subsidiary Uointly " KEPCo"), headquartered in Topeka , Kansas , was incorporated in 1975 as a tax-exempt generation and transmission cooperative (G&T). KEPCo was granted a limited certificate of convenience and authority by the Kansas Corporation Commission (KCC) in 1980 to act as a G& T public utility. It is KEPCo's responsibility to procure an adequate and reliable power supply for its 19 distribution rural electric cooperative members pursuant to all requirements of its power supply contracts.
KEPCo is governed by a board of trustees representing each of its 19 members , which collectively serve approx i mately 120 , 000 electric meters in rural Kansas. Recent Accounting Pronouncements
-In January 2016 , the Financial Accounting Standards Board (FASB) published Accounting Standards Update (ASU) No. 2016-01 , which , among other things , changes the presentation and disclosure requirements for non-public entities related to fair value disclosures required for financial instruments not recognized at fair value. Previous standards required the disclosure of the fair value of debt if a non-public entity had in excess of $100 million of assets. Under the new standard , non-public entities, regardless of size , no longer need to disclose the fair value of deb t. The standard is not fully effective until periods beginning after December 15 , 2018; however , early adoption of this specific change is permitted.
Management has decided to early adopt this provision , and thus will no longer disclose the fair value of financial instruments that are not reported at fair value. In May 2015 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (" ASU") 2015-07, " Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
." The ASU removes the requirement to categorize within the fair value hierarchy investments for wh i ch fair values are estimated using the net asset value per share as a practical expedient provided by FASB Accounting Standards Codification
(" ASC") 820 Fair Value Measu r ement. Disclosures about investments in certain entities that calculate net asset value per share are limited under this ASU to investments for which the entity has elected to estimate the fair value using t h e net asset value practical expedient.
The guidance requires retrospective application and is effective for fiscal years , and interim periods within those years , beginning after December 15 , 2016. Early adoption is permitted. Management elected to early adopt the provisions of this new standard. The adoption has been reflected in Note 9 to the financial statements.
System of Accounts -KEPCo maintains its accounting records substantially in accordance with the Rural Utilities Service (RUS) Uniform Systems of Accounts and in accordance with accounting practices prescribed by the KCC. Rates -Under a 2009 change in Kansas state law , KEPCo has elected to be exempt from KCC regulation for most purposes , including the setting of rates. Rates are set by action of the Board , subject only to statutory review by the KCC if demanded by four or more members. KEPCo's rates were last set by the KCC by an order effective September 1 , 2008. KEPCo's rates now include an Energy Cost Adjustment (ECA) mechanism , an annual Demand Cost Adjustment (DCA) mechanism and a Margin Stabilization Adjustment (MSA) mechanism , allowing KEPCo to pass along increases in certain energy and demand costs to its member cooperatives. Princip l es of Consolidation
-The consolidated financial statements include the accounts of Kansas Electric Power Cooperative , Inc. and its wholly owned subsidiary , KEPCo Services , Inc. Undivided interests in jointly owned generation facilities are consolidated on a pro rata basis. All material intercompany accounts and transactions have been eliminated in consolidation. 21 Notes to Consolidated Financial Statements Iatan 2 -Iatan 2 is an 850 MW high efficiency coal-fired power plant utilizing state-of-the
-art environmental controls that became commercially operational December 31 , 2010. KEPCo owns a 3.53% share of Iatan 2 , or 30 MW. Iatan 2 , located in Weston , MO, is operated and majority owned by Kansas City Power & Light Company (KCPL). KEPCo's undivided interest in Iatan 2 is conso l idated on a pro rata basis. KEPCo is entitled to a proportionate share of the capacity and energy from Iatan 2 , which is used to supplement a portion of KEPCo's members' requirements. KEPCo is billed on a daily basis fo r 3.53% of the operations , maintenance , administrative and general costs , and cost of plant additions related to Iatan 2. Wolf Creek Nuclear Operating Corporation
-KEPCo owns 6% of Wolf Creek Nuclear Operating Corporation (WCNOC), which is located near Burlington , Kansas. The remainder is owned by KCPL , 47%, and Kansas Gas & Electric Company (KGE), 47%. KGE is a wholly owned subsidiary of Westar Energy , Inc. KCPL is a wholly owned subsidiary of Great Plains Energy , Inc. KEPCo's undivided interest in WCNOC is consolidated on a pro rata basis. KEPCo is entitled to a proportionate share of the capacity and energy from WCNOC , which is used to supplement a portion of KEPCo's members' requirements. KEPCo is billed on a daily basis for 6% of the operations , maintenance , administrative and general costs , and cost of plant additions related to WCNOC. WCNOC's operating license expires in 2045. WCNOC is regulated by the Nuclear Regulatory Commission (NRC), with respect to licensing , operations and safety related requirements. WCNOC disposes of all classes of its low-l evel radioactive waste at existing thi r d-party r epositories. Should disposal capability become unavailable , WCNOC is able to store its low-level radioactive waste in an on-site facility for up to three years under current regulations. Estimates
-The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management
's estimates and assumptions include , but are not limited to , estimates of salvage values and estimated useful l i ves of fixed assets , estimated asset retirement obligations , incremental outage costs and pension and postretirement liability costs. Management
's estimates and assumptions are derived from and are continually evaluated based upon available information , judgment and experience. Utility Plant and Depreciation
-Utility plant is stated at cost. Cost and additions to utility plant include contractual work , direct labor , materials and interest on funds used during construction. No interest has been capitalized in 2017 and 2016. The cost of repairs and minor replacements are charged to operating expenses as appropriate. The original cost of utility plant retired and the cost of removal less salvage are charged to accumulated depreciation. The composite depreciation rates for electric generation plant for the years ended December 31 , 2017 and 2016 are 4.09% and 3.92%, respectively. The provision for depreciation computed on a straight-line basis for electric and other components of utility plant is as follows: Transportation and equipment Office furniture and fixtures Leasehold improvements Transmission equipment (metering , communication and SCADA) 25-33 years 10-20 years 20 years 1 O years Nuclear Fuel -The cost of nuclear fuel in the process of refinement , conversion , en r ichment and fabrication is recorded as a utility plant asset at original cost and is amortized to nuclear fuel expenses based upon the quantity of heat produced for the generation of electric power. 2 2 Notes to Consolidated Financial Statements Nuclear Decommissioning
-Nuclear decommissioning is a nuclear industry term for the permanent shutdown of a nuclear power plant and the removal of radioactive components in accordance with NRC requirements. The NRC will terminate a plant's license and release the property for unrestricted use when a company has reduced the residual radioactivity of a nuclear plant to a level mandated by the NRC. The NRC requires companies with nuclear plants to prepare formal financial plans to fund nuclear decommissioning. These plans are designed so that sufficient funds required for nuclear decommissioning will be accumulated prior to the expiration of the license of the related nuclear power plant. WCNOC files a nuclear decommissioning site study with the KCC every three years. The KCC reviews nuclear decommissioning plans in two phases. Phase one is the approval of the revised nuclear decommissioning study including the estimated costs to decommission the plant. Phase two involves the review and approval of a funding schedule prepared by the owner of the plant detailing how it plans to fund the future-year dollar amount of its pro rata share of the decommissioning costs. In 20 1 4 , the nuclear decommissioning study was revised. Based on the study , KEPCo's share of decommissioning costs , including decontamination , dismantling and site restoration , is estimated to be $45.9 million. This amount compares to the prior site study estimate of $37.8 million. The site study cost estimate represents the estimate to decommission WC NOC as of the site study year. The actual nuclear decommissioning costs may vary from the estimates because of changes in regulations and technologies as well as changes in costs for labor , materials , and equipment.
KEPCo is allowed to recover nuclear decommissioning costs in its prices over a period equal to the operat i ng license of WCNOC , which is through 2045. The NRC requires that funds sufficient to meet nuclear decommissioning obligations be held in a trust. KEPCo believes that the KCC approved funding level will also be sufficient to meet the NRC requirement.
The consolidated financial results would be materially affected if KEPCo was not allowed to recover in its prices the full amount of the funding requirement.
KEPCo recovered in its prices and deposited in an external trust fund for nuclear decommissioning approximately
$0.5 million in 2017 and $0.5 million in 2016. KEPCo records its investment in the nuclear decommissioning trust (NOT) fund at fair value , which approximated
$25.5 million and $21.7 million as of December 31 , 2017 and 2016 , respectively. Asset retirement obligation
-KEPCo recognizes and estimates the legal obligation associated with the cost to decommission WCNOC. KEPCo initially recognized an asset retirement obligation at fair value for the estimated cost with a corresponding amount capitalized as part of the cost of the related long-lived asset and depreciated over the useful life. A reconciliation of the asset retirement obligation for the years ended December 31 , 2017 and 2016 is as follows: Balance at January 1 Accretion Balance at December 31 2017 $ 19 , 418,417 1 , 171 , 169 $ 20 , 589 , 586 2016 $ 18 , 314 , 245 1 , 104 , 172 $ 19,418,417 Any net margin effects are deferred in the Wolf Creek decommissioning regulatory asset and will be collected from members' in future electric rates. 23 Notes to Consolidated Financial Statements Cash and Cash Equivalents
-All h i ghly liqu i d investments purchased with an original matur i ty of three months or less are considered to be cash equivalents and are stated at cost , which approximates fair va l ue. Cash equivalents consisted primarily of repurchase agreements , money market ac c ounts an d certificates of deposit. The Federal Deposit Insurance Corpora t ion insures amounts held by each institut i on in the organization
's name up to $250 , 000. At var i ous times during the fiscal year , the organizat i on's cash in bank balances exceeded the federally insured limits. KEPCo's repurchase agreements have collateral pledged by a financial i nstitution , which are securit i es that are backed by the federal government.
Accounts Receivable
-Accounts rece i vable are stated at the amount billed to members and customers. KEPCo provides allowances for doubtful accounts , which is base d upon a review o f outstanding receivables , historical collection information and exist i ng economic conditions. No allowance was recorded at December 31 , 2017 and 2016. Materials and Supplies Inventory
-Materials and supplies inventory are valued at average cost. Unamortized Debt Issuance Costs -Unamortized debt issue costs relate to the issuance of t h e floating/fixed rate pollution control revenue bonds , mortgage notes payable to the National Rural Utilities Cooperative Finance Corporation (CFC) trusts and fees for re-pricing the Federal Financing Bank (FFB) debt. These costs are being amortized using the effective interest method over the remaining life of the bonds and notes. Cash Surrender Value of Life Insurance Contracts
-The following amounts related to WCNOC corporate-owned life insurance contracts , pr i marily with one highly rated major insurance company , are included in other long-term assets on the consolidated balance sheets. Cash surrender value of contracts Borrowings against contracts 20 1 7 $ 8 , 183 , 622 (7 , 900 , 835) $ 282 , 787 2016 $ 7 , 7 97 , 588 (7 , 5 28 , 198) $ 269 , 390 Borrowings against contracts i nclude a prepaid interest charge. KEPCo pays interest on these borrowings at a rate of 5.00% for the years ended December 31 , 2017 and 2016. Revenues -Revenues are recogn i zed dur i ng the month the electricity is sold. Revenues from the sale of electricity are recorded based on usage by member cooperatives and customers and on contracts and scheduled power usages as appropriate. Income Taxes -As a tax-exempt cooperative , KEPCo is exempt from income taxes under Section 501 (c)(12) of the Internal Revenue Code of 1 986 , as amended. Accordingly , provisions for i n come taxes have not been reflected i n the accompany i ng consolidated financial statements. KEPCo Serv i ces , Inc., a subsidiary of Kansas Electric Power Cooperative , Inc., is not exempt from income taxes. Investments
-Investments in associated organizations are carried at cost and are classified as held to maturity securities. 24 Notes to Consolidated Financial Statements (2) Factors That Could Affect Future Operating Results KEPCo currently applies accounting standards that recognize the economic effects of rate regulation and , accordingly , has recorded regulatory assets and liabilities related to its generation and transmission operations in accordance with Financial Accounting Standards Board (FASS) Accounting Standards Codification (ASC) 980, Regulated Operations.
In the event KEPCo determines that it no l onger meets the criteria of ASC 980 , the accounting impact could be a noncash charge to operations of an amount that would be material.
Criteria that could give rise to the discontinuance of ASC 980 include: 1) increasing competition that restricts KEPCo's ability to establish prices to recover specific costs and 2) a s i gnificant change in the manner in which rates are set by regulators from a cost-based regulation to another form of regulation. KEPCo periodically reviews these criteria to ensure the continuing application of ASC 980 is appropriate. Any changes that would require KEPCo to discontinue the application of ASC 980 due to increased competition , regulatory changes or other events may significantly impact the valuation of KEPCo's investment in utility plant , its investment in Wolf Creek and necessitate the write-off of regulatory assets. At this time , the effect of competition and the amount of regulatory assets that could be recovered in such an environment cannot be predicted. The 1992 Energy Policy Act began the process of restructuring the United States electric utility industry by permitting the Federal Energy Regulatory Commission to order electric utilities to allow third parties to sell electric power to wholesale customers over their transmission systems. KEPCo has elected to deregulate its rate making for sales to its members under recent statutory amendments. Subject to the possibility of KCC review , KEPCo's member rates are now set by action of the Board. KEPCo's ability to timely recover its costs is enhanced by this change. (3) Departures From Generally Accepted Accounting Principles Wolf Creek Disallowed Costs -Effective October 1 , 1985 , the KCC issued a rate order relating to KEPCo's investment in WCNOC , which disallowed
$26.0 million of KEPCo's investment in Wolf Creek ($7.0 million and $7.3 million net of accumulated amortization as of December 31 , 2017 and 2016 , respec t ively). A subsequent rate order , effective February 1 , 1987 , allows KEPCo to recover these disallowed costs and other costs related to the disallowed portion (recorded as deferred charges) for the period from September 3 , 1985 through January 31 , 1987 , over a 27. 736-year period starting February 1 , 198 7. Pursuant to a KCC rate order dated December 30 , 1998 , the disallowed portion's recovery period was extended to a 30-year period. Through December 31 , 2001 , KEPCo used the present worth (sinking fund) method to recover the disallowed costs , which enabled it to meet the earned ratio and debt service requirements in the KCC rate order dated January 30 , 1987. The method used b y KEPCo through 2001 constituted a phase-in plan that did not meet the requirements of ASC 980-340 , Regulated Operations , Other Assets and Deferred Costs. Effective February 1 , 2002 , the KCC issued an order permitting recovery in rates of the $6.5 million cumula t ive difference between historical present worth (sinking fund) and straight-line amortization of WCNOC disallowed costs over a 15-year period. Such depreciation practice does not constitute a 282 phase-in plan that meets the requirements of ASC 980-340. If the disallowed costs were recovered using a method in accordance with U.S. generally accepted accounting principles , the costs would have been expensed in their entirety upon implementation of the KCC order , with a corresponding decrease in patronage capital. Amortization of the WCNOC disallowed costs is included in amortization of disallowed charges and amounts to $0.4 million for the year ended December 31 , 2016. As of December 31 , 2016 , the disallowed costs were fully amortized. Effective February 1 , 1987 , the KCC issued an order to KEPCo requiring the use of present worth (sinking fund) depreciation and amortization. Such depreciation and amortization methods constituted phase-in plans that did not meet the requirements of ASC 980-340 Regulated Operation , Other Assets and Deferred Costs. 25 Notes to Consolidated Financial Statements Effect i ve February 1 , 2002 , the KCC issued an order that extended the depreciable l ife of WCNOC from 40 years to 60 years. This order also permitted recovery in rates of the $53.5 million cumulative difference between historical present worth (sinking fund) depreciation and amortization and straight-line depreciation and amortization of the WCNOC generation plant and disallowed costs over a 15-year period. Recovery of these costs in rates is included in operating revenues , and the related amortization expense is included in deferred charges in the consolidated statements of margin. Amortization of the WCNOC deferred plant costs is included in amortizat i on of deferred charges and amounts to $3.6 m i llion fo r the year ended December 31 , 2016. As of December 31 , 2016 , the defer r ed plant costs were fully amortized. If the deferred plant costs we r e recovered using a method in accordance with accounting principles generally accepted in the United States of America , the costs wou l d have been expensed in their entirety upon implementation of the KCC order , with a corresponding decrease in patronage capital. The effect of these departures from accounting p rinc i ples generally accepted in the United States of America is to overstate (understate) the following items in the consolidated financial statements by the following amounts: Deferred charges Patronage capital Net margin $ $ $ 2017 $ $ 2016 $ (3,563,634)
As of 2017 , KEPCo is no longer under this method of amortization and is in compliance with accounting principles generally accepted in the United States of America. (4) In vestment s in As s oc i ated Organizati o ns At December 31 , 2017 and 2016 , i nvestments in associated organizat i ons consisted of the following: 2017 2016 National Utilities Cooperative Financial Corporation Memberships
$ 1 , 000 $ 1 , 000 Capital term certificates 395,970 395,970 Patronage capital certificates 2 , 095 , 294 1 , 831 , 901 Equity term certificates 9 , 278 , 791 9 ,32 3,474 Total NUCFC 11 ,771, 055 11 , 552 , 345 Other 317 , 280 306,626 Total investments in associated organizations
$ 12 , 088 , 335 $ 11 , 858 , 971 26 1-Notes to Consolidated Financial Statements (5) Deferred Charges Deferred Incremental Outage Costs -In 1991 , the KCC issued an order that allowed KEPCo to defer its 6% share of the incremental operating , maintenance and replacement power costs associated with the periodic refueling of WCNOC. Such costs are deferred during each refueling outage and are being amort i zed over the approximate 18-month operating cycle coinciding with the recognition of the related revenues. Additions to the deferred incremental outage costs were $0.4 million and $2.8 million in 2017 and 2016 , respectively. The current year amortization of the deferred incremental outage costs was $2.1 million and $2.4 million in 2017 and 2016 , respectively. Other Deferred Charges -KEPCo includes in other deferred charges the early call premium resulting from refinancing. These early call premiums are amortized using the effective interest method over the remaining life of the new agreements. (6) Southwest Power Pool Charges During 2016 , KEPCo was assessed historical charges in the amount of $2,442,488 from Southwest Power Pool related to the Z2 billing issue for generation system upgrades from 2008-2016. The total amount of historical charges was paid in October 2016 , and will be amortized over a five year period , ending October 2021. Balance as of December 31 , 2017 and 2016 was $1 , 831 , 866 and $2 , 320 , 364 , respectively. Accumulated amortization as of December 2017 and 2016 was $610 , 622 and $122 , 124 , respectively. (7) Line of Credit At December 31 , 2017 , KEPCo has a $10 million line of credit available with CoBank , ACB. There were no funds borrowed against the line of credit at December 31 , 2017 or 2016. Interest rate options , as selected by KEPCo , are a weekly quoted variable rate in which CoBank establishes a rate on the first business day of each week or a LIBOR option at a fixed rate equal to LIBOR plus 1.6%. This line of credit expires July 31 , 2018. As of December 31 , 2017 , KEPCo has a $20 million line of credit available with the CFC. There were no funds borrowed against the line of credit at December 31 , 2017. The line of credit requires KEPCo to pay down the balance to zero within 36 months of the effective date. The interest rate varies and was 2.75% at December 31 , 2017. This line of credit expires on March 03 , 2020. (8) Long-Term Debt Long-term debt cons i sts of mortgage notes payable to the United States of America acting through the FFB , the CFC and others. Substantially all of KEPCo's assets are pledged as collateral.
27 Notes to Consolidated Financial Statements The terms of the notes as of December 31 are as follows: 2017 2016 M o rtgage notes payable to the FFB at fixed rates varying from .818% to 6.00%, payable in quarterly installments through 2043 $ 68,402 , 358 $ 65,406 , 702 Mortgage notes payab l e to the Granter Trust Series 1997 at a rate of 7.522%, payable semi-annually , principal payments commencing in 1999 and continuing annually through 2017 3,240 , 000 Note payable to CoBank at a rate of 3.03%, payable in quarterly installments through 2023 738 , 760 866 , 802 Mortgage notes payable , equity certificate loans and member capital security notes to the CFC at fixed rates of 3.25% to 7.50%, payable quarterly through 2045 91,616 , 213 93 , 149 , 181 160,757 , 331 162 , 662,685 Less current maturities (8,460 , 122) (11 , 129 , 805) $ 152,297 , 209 $ 151,532,880 Aggregate maturities of long-term debt for the next five years and thereafter are as follows: 2018 $ 8,460 , 122 2019 8 , 909 , 621 2020 9 , 056 , 719 2021 8 , 133 , 840 2022 8 , 281 , 681 Thereafter 117 , 915 , 348 $ 16017571331 Restrictive covenants related to the CFC debt require KEPCo to design rates that would enab l e it to maintain a times-interest earned ratio of at least 1.05 and debt-service coverage ratio of at least 1.0 , on average , in the two best years out of the three most recent calendar years. The covenants also prohibit distribution of net patronage capital or margins until , after giving effect to any such distribution , total patronage capital equals or exceeds 20% of total assets , unless such distr i bution is approved by the RUS. KEPCo was in compliance with such rest r ictive covenants as of December 31 , 2017 and 2016. Restriction covenants related to the CoBank debt require KEPCo to de$ign rates that would enab l e it to maintain a debt-service coverage ratio , as defined by CoBank of at least 1.10. KEPCo was in compliance with the restrictive covenant as of December 31 , 2017 and 2016. 28 Notes to Consolidated Financial Statements In 1997 , KEPCo refinanced its mortgage notes payable to the 1988 CFC Grantor Trust through the establishment of a new CFC Grantor Trust Series 1997 (the Series 1997 Trust) by CFC. This refinancing reduced the guaranteed interest rate payable on the mortgage notes to a fixed rate of 7.522%. The mortgage notes payable are pre-payable at any time with no prepayment penalties. The Trust h olds certain rights the Cooperative assigned to the Trust under an interest rate swap agreement.
The swap agreement was put into place in order to mitigate the interest rate risk inherent in the Trust , which holds a fixed rate asset with a variable rate obligation.
The swap agreement terminates in 2017 , but is subject to early termination upon the early redemption of the debt. However , any termination costs relating to the termination of the assigned interest rate swaps is KEPCo's responsibility. At December 31 , 2016 , the termination obligation associated with the assigned swap agreement to early retire the mortgage notes payable is approximately
$186 , 800. Until the termination date , KEPCo was exposed to possible credit loss in the event of noncompliance by the counterparty to the swap agreement.
However , KEPCo did not anticipate nonperformance by the counterparty.
The mortgage notes payable were paid off in 2017 in line with the agreement.
(9) Benef i t Plans National Rural Electric Cooperative Association (NRECA) Retirement and Security Program KEPCo participates in the NRECA Retirement and Security Program (RS Plan) for its employees. The NRECA is a defined benefit pension plan qualified under Section 401 and tax-exempt under Section 501 (a) of the Internal Revenue Code. It is a multiemployer plan under the accounting standards. The plan sponsor's Employer Identification Number is 53-0116145 and the Plan Number is 333. A unique characteristic of a multiemployer plan compared to a single employer plan is that all plan assets are available to pay benefits of any plan participant.
Separate asset accounts are not maintained for participating employers.
This means that assets contributed by one employer may be used to provide benefits to employees of other participating employers. KEPCo's contributions to the RS Plan in 2017 and 2016 represented less than 5 percent of the total contributions made to the plan by all participating employers. KEPCo made contributions to the RS Plan of $490 , 000 , and $470 , 000 , for the years ended December 31 , 2017 and 2016 , respectively. There have been no significant changes that affect the comparability of 2017 and 2016 contributions. For the RS Plan , a " zone status" determination is not required , and therefore not determined , under the Pension Protection Act (PPA) of 2006. In addition , the accumulated benefit obligations and plan assets are not determined or allocated separately by individual employer. In total , the RS Plan was over 80 percent funded on January 1 , 2017 and over 80 percent funded on January 1 , 2016 based on the PPA funding target and PPA actuarial value of assets on those dates. Because the provisions of the PPA do not apply to the RS Plan , funding improvement plans and surcharges are not applicable. Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience. At the December 2012 meeting of the Insurance and Financial Services Committee of the NRECA Board of Directors , the Committee approved an option to allow participating cooperatives in the RS Plan to make a contribution prepayment and reduce future required contributions. The prepayment amount is a cooperative's share , as of January 1 , 2013 , of future contributions required to fund the RS Plan's unfunded value of benefits earned to date using RS Plan actuarial valuation assumptions. The prepayment amount will typically equal approximately


===2.5 times===
Notes to Consolidated Financial Statements The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal , while minimizing interim volatility, to meet anticipated claims of plan participants. V\CNOC delegates the management of its pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes , sectors and manager styles to minimize the risk of large losses, based upon objectives and risk tolerance specified by V\CNOC, which include allowable and/or prohibited investment types . It measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.
a cooperative
The target allocations for WCNOC's pension plan assets are 31% to international equity securities, 25%
's annual RS Plan required contribution as of January 1, 2013. After making the prepayment , for most cooperatives the billing rate is reduced by approximately 25%, retroactive to the January 1st of the year in which the amount is paid to the RS Plan. 29 Notes to Consolidated Financial Statements The 25% differential in billing rates is expected to continue for approximately 15 years from January 1 , 2013. However , changes in interest rates , asset returns and other plan experience different from expected , plan assumption changes and other factors may have an impact on the differential in billing rates and the 15 year period. NRECA Savings 401 (k) Plan -All employees of KEPCo are eligible to participate in the NRECA Savings 401 (k) Plan. Under the plan, KEPCo contributes an amount not to exceed 5%, dependent upon each employee's level of participation and completion of one year of service , of the respective employee's base pay to provide additional retirement benefits. KEPCo contributed approximately
to domestic equity securities, 25% to debt securities, 10% to real estate securities, 5% to commodity investments and 4% to other investments. The investments in both international and domestic equity include investments in large-, mid- and small-cap companies and investment funds with underlying investments similar to those previ}}
$120 , 000 to the plan for each of the years ended December 31 , 2017 and 2016. WCNOC Pension and Postretirement Plans -KEPCo has an obligation to the WCNOC retirement , supplemental retirement and postretirement medical plans for its 6% ownership interest in Wolf Creek. The plans provide for benefits upon retirement, normally at age 65. In accordance with the Employee Retirement Income Security Act of 1974 , KEPCo has satisfied its minimum funding requirements. Benefits under the plans reflect the employee's compensation , years of service and age at retirement.
30 Notes to Consolidated Financial Statements WCNOC uses a measurement date of December 31 for its retirement plan , supplemental retirement plan and postretirement plan (collec t ively , the Plans). Information about KEPCo's 6% of the Plans' funded status follows: Pension Benefits 2017 2016 Change in benefit obligation:
Benefit obligation , beginning of year Service cost Interest cost Plan part i cipants' contributions Benefits paid Actuarial losses (gains) Benefit obligations , end of year $ 29 , 237 , 240 995 , 723 1 , 263 , 807 (1 , 069 , 863) 2 , 990 , 128 33,417 , 035 Change in plan assets: Fair value of plan assets , beginn i ng of year 17 , 704 , 794 Actual return on plan assets 3 , 198 , 260 Employer contributions 1 , 537 , 920 Plan participants' contributions Benefits paid {1, 037 , 549} Fair value of plan assets , end of year 21,403,425 Funded status , end of year $ (12 , 013 , 610) $ 26 , 351 , 186 861 , 508 1 , 232 , 522 (890 , 285) {857 , 971} 26 , 696 , 960 15 , 526 , 150 1 , 144 , 696 1 , 891 , 919 {857 , 9 7 1} 17 , 704 , 794 $ (11 , 532 , 445) 31 Postretirement Benefits 2017 2016 $ 921 , 124 $ 994 , 854 18 , 668 16 , 209 35 , 708 41 , 529 139 , 866 126 , 206 (207 , 201) (195,427)
{12 , 580} {62 , 247} 895 , 585 921 , 124 2 , 193 13 , 370 5 , 923 (456) 59 , 552 58 , 500 139 , 866 126 , 206 {207 , 201} {195,427}
333 2 , 193 $ (895 , 252) $ (918 , 931)
Notes to Consolidated Financial Statements Amounts recognized in the consolidated balance sheets: 2017 2016 Other long-term liabilities WCNOC pension and postretirement benefit plans $ 12,908 , 862 $ 12,451 , 376 WCNOC provision for injuries 18 , 000 18,000 Total other long-term liabilities
$ 12,926,862
$ 12,469 , 376 Amounts recognized in accumulated other comprehensive (loss) income not yet recognized as components of net periodic benefit cost consist of: Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Net (loss)/gain
$ {8 , 972 , 567) $ (8 , 466 , 849) $ 95 , 536 $ 83 , 474 Prior service cost (49,856) (56,927) $ ~9 , 022,423l $ ~8,523 , 776l $ 95,536 $ 83,474 Information for the pension plan with an accumulated benefit obligation in excess of plan assets: Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Projected benefit obligation
$33 , 417 , 035 $29 , 237 , 239 $ 895 , 585 $ 921 , 124 Accumulated benefit obligation
$29 , 346 , 792 $25 , 782,492 $ $ Fair value of plan assets $21,403,425
$17 , 704 , 794 $ 333 $ 2 , 193 Weighted average actuarial assumptions used to determine net periodic benefit obligation
: Discount rate Annual salary increase rate Pension Benefits 2017 2016 3.73/3.63% 4.00% 4.26% 4.00% Postretirement Benefits 2017 2016 3.56% N/A 3.95% N/A WCNOC uses a measurement date of December 31 for its pension and post-retirement benefit plans. The discount rate to determine th e current year pension obliga t ion and the following year's pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality , non-callable corporate bonds that generate a sufficient cash flow to provi d e for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is de t ermined that equates the present va l ue of the plan's projected benefit payments discounted at this rate with t h e market value of the bonds selected. 32 Notes t o Consolidated Financial Statements Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Components of net periodic cost (benefit): Service cost $ 995 , 723 $ 861 , 508 $ 18 , 669 $ 16,209 Interest cost 1 , 263 , 807 1 , 232 , 522 35 , 709 41,529 Expected return on plan assets (1 , 349,514) (1 , 241,172) Amortization:
Transition obligation , net Pr i or service cost 7 , 071 7 , 071 Actuarial loss , net 635 , 663 556 , 200 (6,441) {1 , 850) Net periodic cost 1 , 552 , 750 1,416 , 129 47 , 937 55 , 888 Other changes in plan obligations recognized in other comprehensive income: Current year actuarial loss (gain) 1 , 141 , 381 1 , 778,784 (18,503) (61 , 791) Amortization of actuarial loss (635 , 663) (556 , 200) 6 , 441 1 , 850 Amortization of prior service cost (7 , 071) (7 , 071) Amortization of transition obligation Tota l recognized in other comprehensive income 498 , 647 1 , 215,513 (12 , 062) (59 , 941) Total recognized in net periodic cost and other comprehensive income $ 2 , 051,397 $ 2 , 631,642 $ 35,875 $ (4 , 054) Weighted average actuarial assumptions used to determine net periodic cost: Discount rate 4.26/4.06% 4.61% 3.95% 4.27% Expected long term return on plan assets 7.25% 7.25% N/A N/A Compensation rate increase 4.00% 4.00% NIA N/A 33 Notes to Consolidated Financial Statements KEPCo estimates they will amortize the following amounts into net periodic cost in 2018: Actuarial loss Pr i or service cost Total Pension Benefits $ 850,889 7 , 071 $ 857,960 Postretirement Benefits $ (7 , 354) $ {7,354) The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios. Assumed projected rates of return for each asset class were selected after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, the overall expected rate of return for the portfolios was developed , adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets. For measurement purposes , the assumed annual health care cost growth rates were as follows: Health care cost trend rate assumed for next year Rate to which the cost trend rate is assumed to decline Year that the rate reaches the ultimate trend rate 2017 6.00% 5.00% 2020 2016 6.50% 5.00% 2020 The health care cost trend rate affects the projected benefit obligation.
A 1 % change in assumed health care cost growth rates would have effects shown in the following table: Effect on total service and interest cost Effect on post-retirement benefit obligation One percentage point increase $ $ (1 , 156) (16 , 058) One percentage point decrease $ $ 1 , 253 18 , 155 WCNOC pension and post-retirement plan investment strategy is to manage assets in a prudent manner with regard to preserving principal while providing reasonable returns. It has adopted a long-term i nvestment horizon such that the chances and duration of investment losses are carefully weighed against the long-term potential for appreciation of assets. Part of its strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries , and the primary financial objective of the plan is to improve its funded status. 34 Notes to Consolidated Financial Statements The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal , while minimizing interim volatility , to meet anticipated claims of plan participants. V\CNOC delegates the management of its pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes , sectors and manager styles to minimize the risk of large losses , based upon objectives and risk tolerance specified by V\CNOC , which include allowable and/or prohibited investment types. It measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements. The target allocations for WCNOC's pension plan assets are 31% to international equity securities , 25% to domestic equity securities , 25% to debt securities , 10% to real estate securities , 5% to commodity investments and 4% to other investments. The investments in both international and domestic equity include investments in large-, mid-and small-cap companies and investment funds with underlying investments similar to those previously mentioned. The investments in debt include core and high-yield bonds. Core bonds include funds invested in investment grade debt securities of corporate entities , obligations of U.S. and foreign governments and their agencies and private debt securities. High-yield bonds include a fund with underlying investments in non-investment grade debt securities of corporate entities , private placements and bank debt. Real estate securities include funds invested in commercial and residential real estate properties while commodity investments include funds invested in commodity -related instruments. All of WCNOC's pension plan assets are recorded at fair value using daily net asset values as reported by the t rustee. Similar to other assets measured at fair value , accounting principles generally accepted in the United Stated of America establish a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time , the V\CNOC pension trust may buy and sell investments resulting in changes within the hierarchy. Where quoted market prices are available in an active market , plan assets are classified within Level 1 of the valuation hierarchy. Level 1 plan assets include cash equivalents , equity and debt investments. If quoted market prices are not available , then fair values are estimated by using pricing models , quoted prices of plan assets with similar characteristics or discounted cash flows. Level 2 investments include cash equivalents , equity, debt , and commodity investments. In certain cases where Level 1 or Level 2 inputs are not available , plan assets are classified within Level 3 of the hierarchy and include certain real estate investments.
Significant inputs and valuation techniques used in measuring Level 3 fair values include market discount rates , projected cash flows and the estimated value into perpetuity. Investments that do not have a readily determinable fair value are measured at net asset value (NAV). These investments do not consider the observability of inputs; therefore , they are not included within the fair value hierarchy. We include investments in private equity , real estate and alternative investment funds that do not have a readily determinable fair value in this category. The underlying alternative investments include collateralized debt obligations , mezzanine debt , and a variety of other investments. 35 Notes to Consolidated Financial Statements The following table provides the fa i r value of KEPCo's 6% share of WCNOC's pens i on plan assets an d the corresponding level of hierarchy as of December 31 , 2017 and 2016: Fair Value Measurements Using Quoted prices in Significant active other Significant markets for observable unobservable identical assets i nputs inputs December 31 , 2017 Fair Value (Level 1) (Level 2) (Level 3) Cash equ i valents $ 89 , 726 $ $ 89 , 72 6 $ Equ i ty securities U.S. 5 , 539 , 932 5 , 539 , 932 Internat i onal 6 , 700 , 267 6 , 700 , 267 Debt securities Core bonds 5,400 , 490 5,400 , 490 Alternative investments 2 , 168 , 621 2 , 168 , 62 1 Total $ 19 , 899 , 036 $ $ 19 , 899 , 036 $ Investments measured at NAV 1 , 504 , 389 Total $ 21 , 403 , 425 Fair Value Measurements Using Quoted pr i ces in Significant active other Sign i ficant markets for observable unobservab l e i dentical assets i nputs i nputs December 31 , 20 1 6 Fa i r Value (Level 1) (Level 2) (L evel 3) Cash equ i valents $ 76 , 5 7 5 $ $ 76 , 5 7 5 $ Equity securities U.S. 4,415 , 136 4,415 , 136 International 5 , 523 , 744 5 , 523 , 744 Debt securities Core bonds 4,474 , 271 4 , 474 , 2 7 1 Alternative investments 1 , 796 , 594 1 , 796 , 594 Total $ 16 , 286 , 320 $ $ 16 , 286 , 320 $ Investments measured at NAV 1,418 , 474 Total $ 17 , 704 , 794 36 Notes to Consolidated Financial Statements Estimated future benefit payments as of December 31 , 2017 , for the Plans , which reflect expected future services, are as follows: Pension Benefits To/from trust Expected contributions
: 2018 $ 1 , 140 , 000 Expected benefit payments: 2018 $1 , 027,559 2019 1 , 149 , 331 2020 1 , 268 , 283 2021 1 , 382 , 726 2022 1 , 497 , 282 2023-2027 9 , 026 , 695 (10) Co m mitments and Contingencies From company assets $ $ 35,133 36 , 975 38 , 114 38 , 348 38 , 715 236 , 688 $ $ Postretirement Benefits To/from trust 72 , 042 254,469 291 , 676 333 , 005 370 , 536 406 , 778 2 , 511 , 925 From company assets $ $ Current Economic Environment
-KEPCo considers the current economic conditions when planning for future power supply and liquidity needs. The current economic climate may also affect KEPCo's ability to obtain financing. Given the volatility of the current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly , resulting in mater i al future adjustments that could negatively impact KEPCo's ability to meet debt covenants or maintain suff i cient liquidity. Currently under state statutes , KEPCo's rate making is deregulated and , therefore , expects to be able to recover any economic losses through future rates. Litigation
-KEPCo is subject to claims and lawsuits tha t arise primarily in the ordinary course of business. It i s the opinion of management that the disposition or ultimate resolution of such claims and lawsu i ts will not have an adverse effect on the consolidated financial position , results of operations and cash flows of KEPCo. There is a provision i n the WCNOC operating agreement whereby the owners treat certain claims and losses arising out of the operations of WCNOC as a cost to be borne by the owners separately (but not jointly) in proportion to their ownership shares. Each of the owners has agreed to indemnify the others in such cases. Letter of Cred i t -KEPCo has an open letter of credit with the CFC in the amount of $1 , 500 , 000 which matures May 23 , 2018. The let t er of credit is intended to provide financial security to Sou t hwest Power Pool pursuant to its credit policy. 37 Notes to Consolidated Financial Statements Nuclear Liability Insurance
-Pursuant to the Price-Anderson Act , which has been reauthorized through December 2025 by the Energy Policy Act of 2005 , KEPCo insures against public liability claims resulting from nuclear incidents to the current limit of public liability, which is approximately
$13.4 billion. This limit of liability consists of the maximum available commercial insurance of $450.0 million and the remaining
$13. O billion is provided through mandatory participation in an industry-wide retrospective assessment program. In addition , Congress could impose additional revenue-raising measures to pay claims. Under this retrospective assessment program , the owners of WCNOC are jointly and severally subject to an assessment of up to $127.3 million (KEPCo's share is $7.64 million), payable at no more than $19.0 million (KEPCo's share is $1.14 million) per incident per year per reactor for any nuclear plant in the U.S. industry.
Both the total and yearly assessment is subject to an inflationary adjustment every five years with the next adjustment in 2018. The owners of WCNOC carry nuclear accident decontamination liability , premature nuclear decommissioning liability , and property damage insurance for WCNOC totaling approximately
$2.8 billion (KEPCo's share is $168 million). In the event of a nuclear accident , insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. The owners' share of any remaining proceeds can be used to pay for property damage or , if certain requirements are met , including decommissioning the plant , toward a shortfall in the NOT fund. The owners also carry additional insurance with Nuclear Electric Insurance Limited (NEIL) to help cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If significant losses were incurred at any of the nuclear p l ants insured under the NEIL policies, the owners may be subject to retrospective assessments under the current policies of approximately
$36.8 million (KEPCo's share is $2.21 million) in 2017 and $37.5 million (KEPCo's share is $2.25 million) in 2016. Although KEPCo maintains various insurance policies to provide coverage for potential losses and liabilities resulting from an accident or an extended outage , KEPCo's insurance coverage may not be adequate to cover the costs that could result from a catastrophic accident or extended outage at WCNOC. Any substantial losses not covered by insurance , to the extent not recoverable in KEPCo's prices , would have a material effect on KEPCo's consolidated financial results. Decommissioning Insurances
-KEPCo carries premature decommissioning insurance that has several restrictions , one of which can only be used if WCNOC incurs an accident exceeding
$500 million in expenses to safely stabilize the reactor , to decontaminate the reactor and reactor station site in accordance with a plan approved by the NRC and to pay for on-site property damages. Once the NRC property rule requiring insurance proceeds to be used first for stabilization and decontamination has been complied with , the premature decommissioning coverage could pay for the decommissioning fund shortfall in the event an accident at WCNOC exceeds $500 million in covered damages and causes WCNOC to be prematurely decommissioned. Nuclear Fuel Commitments
-At December 31 , 2017 , KEPCo's share of WCNOC's nuclear fuel commitments was approximately
$1.7 million for uranium concentrates , $10.9 million for conversion , $8.9 million for enrichment , and $4.0 million for fabrication , all expiring at various times from 2023 through 2025. Purchase Power Commitments
-KEPCo has supply contracts with various utility companies to purchase power to supplement generation in the given service areas. KEPCo has provided the Southwest Power Pool a letter of credit to help insure power is available if needed. 38 Notes to Consolidated Financial Statements (11) Fair Value of Assets and Liabilities ASC Topic 820 , Fair Value Measurements , defines fair value as the price that would be received to sell an asset or paid to transfer a liabil i ty in an orderly transaction between market participants at the measurement date. ASC Topic 820 a l so establishes a fair value hierarchy which requires an ent i ty to maximize the use of observable inputs and minim i ze the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices i n active markets fo r identical assets or l i abilities Level 2 Observable inputs other than Level 1 prices , such as quoted prices for s i milar assets or liab i lities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the f ull term of the assets or liabilities Level 3 Unobservable inputs tha t are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Follow i ng i s a description of the valuat i on methodologies used for assets and l i abilities measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets , as well as the general classification of such assets and liab i lities pursuant to the valuation h i erarchy. Decommissioning Fund -The decommissioning fund consists of various mutual funds where fair value is dete r mined by quoted market prices in an active market and , as such , are classified within Level 1 of the valuation hierarchy. The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the ASC 820 fair value hierarchy in wh i ch the fair value measurements fall at Decembe r 31 , 2017: Fa i r Value Decommissioning f und Domestic fund $ 14 , 485 , 582 $ International fund 1 , 851 , 758 Domestic bond fund 8 , 938 , 139 Money market 227 , 125 Total $ 25 , 502 , 604 $ Fa i r Value Measurements Us i ng Quoted pr i ce i n active markets for i dentical assets (Level 1) 14,485 , 582 1 , 851 , 758 8 , 938 , 139 227 , 125 25 , 502 , 604 39 Significant other observable inputs (Level 2) $ $ Significant unobservable inputs (Level 3) $ $
Notes to Consolidated Financial Statements (12) The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the ASC 820 fair value hierarchy in which the fair value measurements fall at December 31 , 2016: Fair Value Decommissioning fund Domestic fund $ 11 , 909 , 616 International fund 1 , 468 , 769 Domestic bond fund 7 , 670 , 901 Money market 613 , 621 Total $ 21 , 662,907 Patronage Ca(!ital Fair Value Measurements Using Quoted price in active markets for identical assets (Level 1) $ 11 , 909 , 616 1,468 , 769 7 , 670 , 901 613 , 621 $ 21 , 662,907 Significant other observable inputs (Level 2) $ $ Significant unobservable inputs (Level 3) $ $ In accordance with KEPCo's bylaws , KEPCo's current margins are to be allocated to members. KEPCo's current po l icy is to allocate to the members based on revenues collected from the members as a percentage of total revenues. If KEPCo's consolidated financial statements were adjusted to reflect accounting principles generally accepted in the United Stated of America , total patronage capital would be substantially less. As noted in the consolidated statements of changes in patronage capital , no patronage capital distributions were made to members in 2017 and 2016. (13) Subseq u ent Events The Company has evaluated subsequent events through April 13 , 2018 , which is the date the financial statements were available to be issued. No events were significant enough to warrant disclosures in the accompanying financial statements or notes. 40 KEPCo's Mission Statement KEPCo exists on behalf of its Members to produce, procure , transmit , deliver and maintain a reliable supply of wholesale electricity within financial guidelines and risk tolerances established by the Board. KEPCo Member System Map Rolling H lls Prairie I and I rown-At hison "'"'~ Freest lite *4. v-~ OSI 0 """ 1 ,J Fl nt Hills Lyon-Ci ffey I 0--11 Ari< Valley \ji~tnn, Butle, Se< gwick Nmnesc~h He rtland R; diant CMS C; ney Valley T*lvin Valley Sumner-Cov wley I KEPCo's Vision Statement KEPCo will work to provide Consumer-Members the best possible value in reliable electricity and to play an active role in helping improve the economy and quality of life. 41 I A Touchstone EnergyR Cooperative -r}}

Latest revision as of 05:02, 23 February 2020

Transmittal of 2017 Annual Financial Reports
ML18142A436
Person / Time
Site: Wolf Creek Wolf Creek Nuclear Operating Corporation icon.png
Issue date: 05/16/2018
From: Hafenstine C
Wolf Creek
To:
Document Control Desk, Office of Nuclear Reactor Regulation
References
RA 18-0049
Download: ML18142A436 (584)
v • d • e


Text

Wf@LFCREEK 'NUCLEAR OPERATING CORPORATION Cynthia R. Hafenstine Manager Nuclear and Regulatory Affairs May 16, 2018 RA 18-0049 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555

Subject:

Docket No. 50-482: Transmittal of 2017 Annual Financial Reports To Whom It May Concern:

Wolf Creek Nuclear Operating Corporation (WC NOC) is transmitting. one copy each of the enclosed 2017 annual reports, including financial statements, for its owners: Kansas Gas and Electric Company (KGE), a wholly-owned subsidiary of Westar Energy, Inc., Kansas City Power

& Light Company (KCPL), a wholly-owned subsidiary of Great Plains Energy Incorporated, and Kansas Electric Power Cooperative, Inc. (KEPCo). This information is being submitted in accordance with 10 CFR 50.71(b).

This letter contains no commitments. If you have any questions concerning this matter, please contact me at (620) 364-4204.

Sincerely, Cynthia R. Hafenstine CRH/rlt

Enclosure:

I Westar Energy Form 10-K 2017 Report II Great Plains Energy Form 10-K 2017 Report Ill Kansas Electric Power Cooperative, Inc. 2017 Annual Report cc: K. M. Kennedy (NRC), w/e B. K. Singal (NRC), w/e N. H. Taylor (NRC), w/e Senior Resident Inspector (NRC), w/e P.O. Box 411 / Burlington, KS 66839 / Phone: (620) 364-8831 An Equal Opportunity Employer M/F/HCNET

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM.10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT!ES EXCHANGE ACT OF 1934 For the transition period from _____ to _ _ _ __

Commission File Number 1-3 523 "twestClr Energy.

WESTAR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Kansas 48-0290150 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 818 South Kansas Avenue, Topeka, Kansas 66612 (785) 575-6300 (Address, including Zip code and telephone number, including area code, ofregistrant's principal executive offices)

Securities registered pursuant to section 12(b) of the Act:

Common Stock, par value $5.00 per share New York Stock Exchange (Title of each class) (Name of each exchange on which registered)

Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether theregistrant is a well-known seasoned issuer (as defined in Rule 405 of the Act). Yes _x_ No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No _x_

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _x_ No _ _

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files). Yes _x_ No _ _

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defmed in Rule 12b-2 of the Act). Check one:

Large accelerated filer _x_ Accelerated filer _ _ Non-accelerated filer _ _ Smaller reporting company _ _ Emerging growth company _ _

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. _

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes _ _ No _x_

The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $7,533,791,379 at June 30, 2017.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Common Stock, par value $5.00 per share 142,233,037 shares (Class) (Outstanding at February 14, 2018)

DOCUMENTS INCORPORATED BY

REFERENCE:

Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to Westar Energy, Inc.'s definitive,proxy statement with respect to its 2018 Annual Meeting of Shareholders, if such definitive proxy statement is filed with the Securities and Exchange Commission on or before April 30, 2018. Due to the pending merger with Great Plains Energy Incorporated, we may not be required to file a definitive proxy statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018 to include the information that is otherwise incorporated by reference.

1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____

Commission File Number 1-3523

)-~estar E1Wgy.

WESTAR ENERGY, INC.

(Exact name of registrant as specified in its charter)

Kansas 48-0290150 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Nwnber) 818 South Kansas Avenue, Topeka, Kansas 66612 (785) 575-6300 (Address, including Zip code and telephone nwnber, including area code, of registrant's principal executive offices)

Securities registered pursuant to section 12(b) of the Act:

Common Stock, par value $5.00 per share New York Stock Exchange (Title of each class) (Name of each exchange on which registered)

Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act). Yes __x_ No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No __x_

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or IS(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __x_ No _ _

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files). Yes __x_ No _ _

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Act). Check one:

Large accelerated filer __x_ Accelerated filer _ _ Non-accelerated filer _ _ Smaller reporting company _ _ Emerging growth company _ _

If an emerging growtl1 company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Act. _

Indicate by check mark whether the registrant is a shell company (as defmed in Rule 12b-2 of the Act). Yes _ _ No __x_

The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $7,533,791,379 at June 30, 2017.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Common Stock, par value $5.00 per share 142,233,037 shares (Class) (Outstanding at February 14, 2018)

DOCUMENTS INCORPORATED BY

REFERENCE:

Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to Westar Energy, Inc.'s definitive proxy statement with respect to its 2018 Annual Meeting of Shareholders, if such definitive proxy statement is filed with the Securities and Exchange Commission on or before April 30, 2018. Due to the pending merger with Great Plains Energy Incorporated, we may not be required to file a definitive proxy statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018 to include the information that is otherwise incorporated by reference.

1

TABLE OF CONTENTS Page PART!

Item 1. Business 1 Item lA. Risk Factors 14 Item lB. Unresolved Staff Comments 22 Item 2. Properties 23 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 26 Item 6. Selected Financial Data 28 Item 7. Management's Discussion and Analvsis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 54 Item 8. Financial Statements and Supplementary Data 56 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure lli Item 9A. Controls and Procedures lli Item 9B. Other Infonnation 116 PARTIH Item 10. Directors and Executive Officers of the Registrant ill Item 11. Executive Compensation ill Item 12. Securitv Ovmership of Certain Beneficial Owners and Management ill Item 13. Certain Relationships and Related Transactions ill Item 14. Principal Accountant Fees and Services ill PARTIV Item 15. Exhibits and Financial Statement Schedules ill.

Item 16. Form 10-K Summary Signatures 2

GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.

Abbreviation or Acronym Definition AFUDC Allowance for funds used during construction ARO Asset retirement obligation BNSF BNSF Railway Company Btu British thermal units CAA Clean Air Act CCR Coal combustion residuals co Carbon monoxide CO2 Carbon dioxide COLI Corporate-owned life insurance CPP Clean Power Plan CWA Clean Water Act CWIP Construction work in progress DOE Department of Energy DSPP Direct Stock Purchase Plan ELG Effluent Limitations Guidelines EPA Environmental Protection Agency EPS Earnings per share Exchange Act Securities Exchange Act of 1934 FERC Federal Energy Regulatory Commission FMBs First mortgage bonds GHG Greenhouse gas Great Plains Energy Great Plains Energy Incorporated IM Integrated Marketplace IRC Internal Revenue Code of 1986, as amended JEC Jeffrey Energy Center KCC Kansas Corporation Commission KCPL Kansas City Power & Light Company KDHE Kansas Department of Health and Environment KGE Kansas Gas and Electric Company La Cygne La Cygne Generating Station LTISAPlan Long-term incentive and share award plan Merger Pending merger of equals between Westar Energy, Inc. and Great Plains Energy Incorporated MPSC Public Service Commission of the State ofMissouri MMBtu Millions of British thermal units MW Megawatt(s)

MWh Megawatt hour(s)

NAAQS National Ambient Air Quality Standards NAV Net Asset Value NDT Nuclear Decommissioning Trust NEIL Nuclear Electric Insurance Limited NOx Nitrogen oxides N02 Nitrogen dioxide NRC Nuclear Regulatory Commission NSPS New source performance standards 3

PCB Polychlorinated biphenyl PM Particulate matter PRB Powder River Basin Prairie Wind Prairie Wind Transmission, LLC ROE Return on equity RSU Restricted share unit RTO Regional transmission organization S&PSOO Standard & Poor's 500 Index S&P Electric Utilities Standard & Poor's Electric Utility Index S02 Sulfur dioxide SPP Southwest Power Pool, Inc.

SSCGP Southern Star Central Gas Pipeline TCJA Tax Cuts and Jobs Act TFR Transmission formula rate VaR Value-at-Risk VIE Variable interest entity Wolf Creek Wolf Creek Generating Station WOTUS Waters of the United States 4

FORWARD-LOOKING STATEMENTS Certain matters discussed in this Annual Report on Form 10-K are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words like we "believe," "anticipate," "target," "expect," "estimate," "intend" and words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. Such statements address future events and conditions concerning matters such as, but not limited to:

the pending merger of equals (merger) between Westar Energy, Inc. and Great Plains Energy Incorporated (Great Plains Energy), including the expected timing of closing the merger and costs expected to be incurred in connection with the merger, amount, type and timing of capital expenditures, earnings, cash flow, liquidity and capital resources, litigation, accounting and tax matters, compliance with debt and other restrictive covenants, interest rates and dividends, environmental matters, regulatory matters, nuclear operations, and the overall economy of our service area and its impact on our customers' demand for electricity and their ability to pay for service.

What happens in each case could vary materially from what we expect because of such things as:

risks related to operating in a heavily regulated industry that is subject to unpredictable political, legislative, judicial and regulatory developments, which can impact our operations, results of operations, and financial condition, the difficulty of predicting the magnitude and timing of changes in demand for electricity, including with respect to emerging competing services and technologies and conservation and energy efficiency measures, the impact of weather conditions, including as it relates to sales of electricity and prices of energy commodities, equipment damage from storms and extreme weather, economic and capital market conditions, including the impact of inflation or deflation, changes in interest rates, the cost and availability of capital and the market for trading wholesale energy, the impact of changes in market conditions on employee benefit liability calculations and funding obligations, as well as actual and assumed investment returns on invested plan assets, the impact of changes in estimates regarding our Wolf Creek Generating Station (Wolf Creek) decommissioning obligation, the existence or introduction of competition into markets in which we operate, the impact of changing laws and regulations relating to air and greenhouse gas (GHG) emissions, water emissions, waste management and other environmental matters, risks associated with execution of our planned capital expenditure program, including timing and receipt of regulatory approvals necessary for planned construction and expansion projects as well as the ability to complete planned construction projects within the terms and time frames anticipated, cost, availability and timely provision of equipment, supplies, labor and fuel we need to operate our business, availability of generating capacity and the performance of our generating plants, changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown or required modification of nuclear generating facilities, uncertainties with respect to procurement of nuclear fuel and related services, which are dependent on a single supplier, additional regulation due to Nuclear Regulatory Commission (NRC) oversight to ensure the safe operation of Wolf Creek, either related to Wolf Creek's performance, or potentially relating to events or performance at a nuclear plant anywhere in the world, uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel storage and disposal, homeland security and information and operating systems security considerations, risks arising from changes in federal and state tax laws, regulations and interpretations, and related actions by regulatory commissions, 5

changes in accounting requirements and other accounting matters, changes in the energy markets in which we participate, such as the development and implementation of real time and next day trading markets, and the effect of the retroactive repricing of transactions in such markets following execution because of changes or adjustments in market pricing mechanisms by regional transmission organizations (RTOs) and independent system operators, reduced demand for coal-based energy because of actual or perceived climate impacts and the development of alternate energy sources, current and future litigation, regulatory investigations, proceedings or inquiries, cost of fuel used in generation and wholesale electricity prices, certain risks and uncertainties associated with the merger, including, without limitation, those related to:

the timing of, and the conditions imposed by, regulatory approvals required for the merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or could otherwise cause the failure of the merger to close, the outcome of any legal proceedings, regulatory proceedings or enforcement matters that have been or may be instituted in connection with the merger, the receipt of an unsolicited offer from another party to acquire our assets or capital stock (or those of Great Plains Energy) that could interfere with the proposed merger, the timing to consummate the proposed merger, disruption from the proposed merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers, the diversion of management time and attention on the merger, the amount of costs, fees, expenses and charges related to the merger, the possibility that the expected value creation from the merger will not be realized, or will not be realized within the expected time period, difficulties related to the integration of the two companies, the credit ratings of the combined company following the merger, and the effect and timing of changes in laws or in governmental regulations (including environmental laws and regulations) that could adversely affect our participation in the merger, and other factors discussed elsewhere in this report, including in "Item lA. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and in other reports we file from time to time with the Securities and Exchange Commission (SEC).

These lists are not all-inclusive because it is not possible to predict all factors. This report should be read in its entirety and in conjunction with the other reports we file from time to time with the SEC. No one section of this report deals with all aspects of the subject matter and additional information on some matters that could impact our consolidated financial results may be included in the other reports we file from time to time with the SEC. The reader should not place undue reliance on any forward-looking statement, as forward-looking statements speak only as of the date such statements were made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made.

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PART I ITEM 1. BUSINESS GENERAL Overview We are the largest electric utility in Kansas. Unless the context otherwise indicates, all references in this Annual Report on Form 10-K to "the Company," "we," "us," "our" and similar words are to Westar Energy, Inc. and its consolidated subsidiaries. The term "Westar Energy" refers to Westar Energy, Inc., a Kansas corporation incorporated in 1924, alone and not together with its consolidated subsidiaries ..

We provide electric generation, transmission arid distribution services to approximately 708,000 customers in Kansas.

Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson. Kansas Gas and Electric Company (KGE), Westar Energy's wholly-owned subsidiary, provides these services in south-central and southeastern Kansas, including the city of Wichita. Both Westar Energy and KGE conduct business using the name Westar Energy. Our corporate headquarters is located at 818 South K.ansas Avenue, Topeka, Kansas 66612.

Strategy We expect to continue operating as a vertically integrated, regulated electric utility. Significant elements of our strategy include maintaining a flexible, clean and diverse energy supply portfolio. In doing so, we 9ontinue to expand renewable generation, build and upgrade our energy infrastructure and develop systems and programs with regard to how our customers use energy and interact with us. In addition, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. The closing of the merger is subject to customary closing conditions, including receipt of regulatory approvals. See "Item IA. Risk Factors" and Note 3 of the Notes to Consolidated Financial Statements, "Pending Merger," for additional information.

OPERATIONS General As noted above, we supply electric energy at retail to customers in Kansas. We also supply electric energy at wholesale to municipalities and electric cooperatives in Kansas, and have contracts for the sale or purchase of wholesale electricity with other utilities.

Following is the percentage of our revenues by customer classification. Classification of customers as residential, commercial and industrial requires judgment and our classifications may be different from other companies. Assignment of tariffs is not dependent on classification.

Year Ended December 31, 2017 2016 2015 Residential ..................

  • 32% 33% '.31%

Commercial ............... . 28% 29% 29%

Industrial. ................... . 16% 16% 16%

Wholesale .................. . 12% 12% 13%

Transmission ............. . 11%, 9%, To%

Other .......................... . 1% 1% 1%

Total ... :... .-.............. . JOO% ,'100% . :100%

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The percentage of our retail electricity sales by custo!ller class was as follows:

Year Ended December 31, 2017 2016 2015 Residential ................ .. 32% 33% 33%

Commercial ............... . 38% 39% 39%

Industrial... ................. . 30% 28% 28%

Total ...................... . 100%

100%

100%

Generating Capability and Firm Capacity Purchases We have 6,602 megawatts (MW) of generating capability in service. Further, we purchase electricity pursuant to long-term contracts from renewable generation facilities with an installed design capacity of 1,232 MW. See "Item 2. Properties" for additional information about our generating units. Our generating capability and net generation by source as of December 31, 2017, are summarized below.

Capability Percent of Net Generation Percent of Total Source (MW) Total Capability (MWh) Net Generation Coal .................................. 3,250 41% 14,855,367 54%

Nuclear ............................. 552 7% 5,004,571 18%

Natural gas/diesel ............. 2,370 31% 1,712,307 6%

Renewable (a) ................... 1,662 21% 6,161,823 22%

Total. .......................... 7,834 100% 27,734,068 100%

(a) Due to the intermittent nature of wind generation, 230 MW of net accredited generating capacity is associated with our wind generation facilities.

In 2017, we generated or purchased the equivalent of 5 8% of our total retail sales from emission-free resources. These resources also made up 40% of our total net generation.

In March 2017, we completed construction and placed into operation Western Plains Wind Farm, a wind generating facility with a designed installed capability of 281 MW.

Our aggregate 2017 peak system net load of 5,242 MW occurred in July 2017. Our net accredited generating capacity, combined with firm capacity purchases and sales and potentially interruptible load, provided a reserve margin of 17% above system peak responsibility at the time of our 2017 peak system net load, which satisfied Southwest Power Pool, Inc. (SPP) planning requirements.

Under wholesale agreements, we provide firm generating capacity to other entities as set forth below.

Utility (a) Capacity (MW) Expiration Mid-Kansas Electric Company, LLC .............. . 174 January 2019 City of Chanute ............................................... . Up to 45 December 2020 Midwest Energy, Inc ....................................... . 115 May 2022 Kansas Power Pool ......................................... . 59 December 2022 Midwest Energy, Inc ....................................... . 150 May2025 Total 543 (a) Under a wholesale agreement that expires in May 2039, we provide base load capacity to the city of McPherson, Kansas, and in return the city provides peaking capacity to us. During 2017, we provided approximately 95 MW to, and received approximately 144 MW from, the city. The amount of base load capacity provided to the city is based on a fixed percentage of its annual peak system load. The city is a full requirements customer of Westar Energy. The agreement for the city to provide capacity to us is treated as a capital lease.

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Fuel Matters The effectiveness of a fuel to produce heat is measured in British thermal units (Btu). The higher the Btu content of a fuel, the smaller the volume of fuel that is required to produce a given amount of electricity. We measure the quantity of heat consumed during the generation of electricity in millions of British thermal units (MMBtu).

The table below provides our weighted average cost of fuel, including transportation costs.

2017 2016 2015 PerMMBtu:

Nuclear ................................. $ 0.64 $ 0.68 $ 0.66 Coal ...................................... 1.80 1.80 1.77 Natural gas ............................ 3.55 3.24 3.64 Diesel .................................... 12.51 11.51 15.55 All generating stations .......... 1.74 1.76 1.74 Per MWh Generation:

Nuclear ................................. $ 6.45 $ 6.91 $ 6.72 Coal ...................................... 20.25 19.71 19.78 Natural gas/diesel ................. 34.29 31.80 37.16 All generating stations .......... 18.16 18.37 18.44 Our wind production, which produced 22% of our total generation, has no associated fuel costs and is, therefore, not included in the table above.

Fossil Fuel Generation Coal Jeffrey Energy Center (JEC): The three coal-fired units at JEC have an aggregate capacity of2,175 MW, of which we own or lease a combined 92% share, or 2,001 MW. We have a long-term coal supply contract with Blaclgewel Marketing and Sales, LLC to supply coal to JEC from surface mines located in the Powder River Basin (PRB) in Wyoming. The contract contains a schedule of minimum annual MMBtu quantities or assesses a charge to the extent the minimum quantities are not achieved. All of the coal used at JEC is purchased under this contract, which expires December 31, 2020. The contract provides for price escalation based on certain costs of production. The price for quantities purchased in excess of the scheduled annual minimum is subject to redetermination every five years to provide an adjusted price for the ensuing five years that reflects the market prices at the time ofredetermination. The most recent price adjustment was effective January 1, 2018.

The BNSF Railway Company (BNSF) and Union Pacific Railroad Company transport coal to JEC under long-term rail transportation contracts. The terms of these contracts continue through December 31, 2020, at which time we plan to enter into new contracts. These contracts provide for minimum annual deliveries or assess a charge to the extent the minimum deliveries are not achieved. The contract price in each contract is subject to price escalation based on certain costs incurred by the railroads.

La Cygne Generating Station (La Cygne): The two coal-fired units at La Cygne have an aggregate generating capacity of 1,398 MW. Our share of the units is 50%, or 699 MW, of which we either own directly or consolidate through a variable interest entity (VIE). La Cygne uses primarily PRB coal but one of the two units also uses a small portion of locally-mined coal. The operator of La Cygne, Kansas City Power & Light Company (KCPL), arranges coal purchases and transportation services for La Cygne. Approximately 90% of La Cygne's PRB coal requirements are under contract for 2018.

About 80% of those commitments under contract are fixed price for 2018. As the PRB coal contracts expire, we anticipate that KCPL will negotiate new supply contracts or purchase coal on the spot market.

All of the La Cygne PRB coal is transported under KCPL's rail transportation agreements with BNSF through 2018 and Kansas City Southern Railroad through 2020. These contracts provide for minimum annual deliveries or assess a charge to the extent the minimum deliveries are not achieved.

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Lawrence and Tecumseh Energy Centers: Lawrence and Tecumseh Energy Centers have an aggregate generating capacity of 550 MW. We purchase PRB coal for these energy centers under a contract with Arch Coal, Inc. that provides for 100% of the coal requirements for these facilities through 2019. The contract provides for minimum annual deliveries or assesses a charge to the extent the minimum deliveries are not achieved. BNSF transports coal for these energy centers under a contract that expires in December 2020.

Natural Gas We use natural gas as a primary fuel at our Gordon Evans, Murray Gill, Hutchinson, Spring Creek and Emporia Energy Centers and at the State Line facility. We can also use natural gas as a supplemental fuel in the coal-fired units at Lawrence and Tecumseh Energy Centers. Natural gas accounted for approximately 7% of the total MMBtu of fuel we consumed and approximately 15% of our total fuel expense in 2017. From time to time, we may enter into contracts, including the use of derivatives, in an effort to manage the cost of natural gas. For additional information about our exposure to commodity price risks, see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."

We maintain a natural gas transportation arrangement for Hutchinson Energy Center with Kansas Gas Service. The agreement has historically expired on April 30 of each year and is renegotiated for an additional one-year term. We meet a portion of our natural gas transportation requirements for Gordon Evans, Murray Gill, Lawrence, Tecumseh and Emporia Energy Centers through firm natural gas transportation capacity agreements with Southern Star Central Gas Pipeline (SSCGP).

We meet all of the natural gas transportation requirements for the State Line facility through a firm transportation agreement with SSCGP. The firm transportation agreement that serves Gordon Evans and Murray Gill Energy Centers expires in April 2020, and the agreement for Lawrence and Tecumseh Energy Centers expires in April 2030. The agreement for the State Line facility extends through October 2022, while the agreement for Emporia Energy Center is in place until December 2028, and is renewable for five-year terms thereafter. We meet all of the natural gas transportation requirements for Spring Creek Energy Center through an interruptible month-to-month transportation agreement with ONEOK Gas Transportation, LLC.

Diesel We use diesel to start some of our coal generating stations, as a primary fuel in the Hutchinson No. 4 combustion turbine and in our diesel generators. We purchase No. 2 diesel in the spot market. We maintain quantities in inventory that we believe will allow us to facilitate economic dispatch of power and satisfy emergency requirements. We do not use significant amounts of diesel in our operations.

Nuclear Generation General Wolf Creek is a 1,174 MW nuclear power plant located near Burlington, Kansas. KGE owns a 4 7% interest in Wolf Creek, or 552 MW. Wolf Creek's operating license, issued by the NRC, is effective until 2045. Wolf Creek Nuclear Operating Corporation, an operating company owned by each of the plant's owners in proportion to their ownership share of the plant, operates the plant. The plant's owners pay operating costs proportionate to their respective ownership share.

Fuel Supply Wolf Creek has on hand or under contract all of the uranium and conversion services needed to operate through March 2027. The owners also have under contract all of the uranium emichment and all of the fabrication services required to operate Wolf Creek through March 2027 and September 2025, respectively. All such agreements have been entered into in the ordinary course of business.

Operations and Regulation Plant performance, including extended or unscheduled shutdowns of Wolf Creek, could cause us to purchase replacement power, rely more heavily on our other generating units and/or reduce amounts of power available for us to sell in the wholesale market. Plant performance also affects the degree of regulatory oversight and related costs.

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Wolf Creek normally operates on an 18-month planned refueling and maintenance outage schedule. As authorized by our regulators, incremental maintenance costs of planned refueling and maintenance outages are deferred and amortized ratably over the period between planned refueling and maintenance outages. In the fall of 2016, Wolf Creek underwent a planned refueling and maintenance outage. Our share of the outage costs was approximately $24.2 million. In early 2018, Wolf Creek will undergo a planned maintenance outage. We expect our share of the outage to be approximately $21.8 million.

The NRC evaluates, monitors and rates various inspection findings and performance indicators for Wolf Creek based on safety significance. Although not expected, the NRC could impose an unscheduled plant shutdown due to security or safety concerns. Those concerns need not be related to Wolf Creek specifically, but could be due to concerns about nuclear power generally or circumstances at other nuclear plants in which we have no ownership.

See Note 14 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies," and "Item IA.

Risk Factors," for additional information regarding our nuclear operations.

Wind Energy Wind is our primary source ofrenewable energy. As of December 31, 2017, we owned approximately 430 MW of designed installed wind capability and had under contract the purchase of wind energy produced from approximately 1,225 MW of designed installed wind capability. In March 2017, we placed Western Plains Wind Farm into service, a wind generating facility with a designed installed capability of 281 MW.

Purchased Power In addition to generating electricity, we also purchase power. Factors that cause us to purchase power include contractual arrangements, planned and unscheduled outages at our generating plants, favorable wholesale energy prices compared to our costs of production, weather conditions and other factors. In 2017, purchased power comprised approximately 32% of our total fuel and purchased power expense. Our weighted average cost of purchased power per Megawatt hour (MWh) was $23.01 in 2017, $24.82 in 2016 and $27.28 in 2015.

Transmission Regional Transmission Organization The Federal Energy Regulatory Commission (FERC) requires owners ofregulated transmission assets to allow third parties non-discriminatory access to their transmission systems. We are a member of the SPP RTO and transferred the functional control of our transmission system, including the approval of transmission service, to the SPP. The SPP coordinates the operation of our transmission system within an interconnected transmission system that covers all or portions of 14 states.

The SPP collects revenues for the use of each transmission owner's transmission system. Transmission customers transmit power purchased and generated for sale or bought for resale in the wholesale market throughout the entire SPP system.

Transmission capacity is sold on a first come/first served non-discriminatory basis. All transmission customers are charged prices applicable to the transmission system in the zone where energy is delivered, including transmission customers that may sell power inside our certificated service territory. The SPP then distributes as revenue to transmission owners the amounts it collects from transmission users less an amount it retains to cover administrative expenses.

Southwest Power Pool Integrated Marketplace We participate in the SPP Integrated Marketplace (IM), which is similar to organized power markets currently operating in other RTOs. The IM impacts how we commit and sell the output from our generation facilities and buy power to meet the needs of our customers. The SPP has the authority to start and stop generating units participating in the market and selects the lowest cost resource mix to meet the needs of the various SPP customers while ensuring reliable operations of the transmission system.

Transmission Investments We own a 50% interest in Prairie Wind Transmission, LLC (Prairie Wind), which is a joint venture between us and Electric Transmission America, LLC, which itself is a joint venture between affiliates of American Electric Power Company, Inc. and Berkshire Hathaway Energy Company. In 2014, Prairie Wind completed construction on, and energized, a 108-mile 345 kV double-circuit transmission line that is now being used to provide transmission service in the SPP.

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We continue to evaluate and participate in transmission planning activities in accordance with FERC Order No. 1000, which revised FERC's process for planning enhancements and expansions of the electric transmission grid and the corresponding process for allocating costs thereof, in areas we believe it makes sense to do so. We believe we have opportunities to develop transmission infrastructure, including projects pursuant to which we, as the incumbent, have a right of first refusal and those projects that are subject to the Order No. 1000 competitive processes. However, we currently have no investments associated with Order No. 1000 in our forecasted capital expenditure table, and the merger will change the manner and extent to which we continue to participate in the Order No. 1000 process.

Regulation and Our Prices Kansas law gives the Kansas Corporation Commission (KCC) general regulatory authority over our retail prices, extensions and abandonments of service and facilities, the classification of accounts, the issuance of some securities and various other matters. We are also subject to the jurisdiction ofFERC, which has authority over wholesale electricity sales, including prices, the transmission of electric power and the issuance of some securities. We are subject to the jurisdiction of the NRC for nuclear plant operations and safety. Regulatory authorities have established various methods permitting adjustments to our prices for the recovery of costs. For portions of our cost of service, regulators allow us to adjust our prices periodically through the application of a formula that tracks changes in our costs, which reduces the time between making expenditures or investments and reflecting them in the prices we charge customers. However, for the remaining portions of our cost of service, we must file a general rate review, which lengthens the period of time between when we make and recover expenditures and a return on our investments. See Note 4 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation," for information regarding our rate proceedings with the KCC and FERC.

Environmental Matters We are subject to various federal, state and local environmental laws and regulations. Environmental laws and regulations affecting our operations are overlapping, complex, subject to changes, have become more stringent over time and are expensive to implement. Such laws and regulations relate primarily to air quality, water quality, the use of water and the handling, disposal and clean-up of hazardous and non-hazardous substances and wastes, including coal combustion residuals (CCRs). These laws and regulations oftentimes require a lengthy and complex process for obtaining licenses, permits and approvals from governmental agencies for new, existing or modified facilities. If we fail to comply with such laws, regulations and permits, or fail to obtain and maintain necessary permits, we could be fined or otherwise sanctioned by regulators, and such fines or the cost of sanctions may not be recoverable in our prices. We have incurred and will continue to incur capital and other expenditures to comply with environmental laws and regulations.

See "Item IA. Risk Factors" and Notes 4 and 14 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation - KCC Proceedings - Environmental Costs" and "Commitments and Contingencies - Environmental Matters,"

respectively, for more information regarding environmental trends, risks and laws and regulations.

Safety and Health Regulation The safety and health of our employees is vital to our business. We are subject to a number of federal and state laws and regulations, including the Occupational Safety and Health Act of 1970. We have measures in place to promote the safety and health of our employees and to monitor our compliance with such laws and regulations.

Information Technology We rely upon information technology networks and systems to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including the generation, transmission and distribution of electricity, supply chain functions and the invoicing and collection of payments from our customers. These networks and systems are in some cases owned or managed by third-party service providers. Cybersecurity breaches, criminal activity, terrorist attacks and other disruptions to our information technology infrastructure, including infrastructure owned by third-parties we utilize, could interfere with our operations, could expose us or our customers or employees to a risk of loss and could expose us to liability or regulatory penalties or cause us reputational damage or other harm to our business. We have taken measures to secure our network and systems, but such measures may not be sufficient, especially due to the increasing sophistication of cyberattacks. See "Item IA. Risk Factors" for additional information.

SEASONALITY 12

Our electricity sales and revenues are seasonal, with the third quarter typically accounting for the greatest of each. Our electricity sales are impacted by weather conditions, the economy of our service territory and other factors affecting customers' demand for electricity.

EMPLOYEES As of February 14, 2018, we had 2,205 employees, 1,117 of which were covered by a contract with Locals 304 and 1523 of the International Brotherhood of Electrical Workers that extends through June 30, 2018.

ACCESS TO COMPANY INFORMATION Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K are available free of charge either on our Internet website at www.westarenergy.com or through requests addressed to our investor relations department. These reports are available as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on our Internet website is not part of this document.

EXECUTIVE OFFICERS OF THE COMPANY Other Offices or Positions Name Age Present Office Held During the Past Five Years Mark A. Ruelle 56 Director, President and Chief Executive Officer (since August 2011)

Bruce A. Akin 53 Senior Vice President, Power Delivery Westar Energy, Inc.

(since January 2015) Vice President, Power Delivery (February 2012 to December 2014)

Jerl L. Banning 57 Senior Vice President, Operations Support Westar Energy, Inc.

and Administration Vice President, Human Resources and IT (January 2014 (since January 2015) to December 2014)

Vice President, Human Resources (February 2010 to December 2013)

John T. Bridson 48 Senior Vice President, Generation and Westar Energy, Inc.

Marketing Vice President, Generation (February 2011 to December (since January 2015) 2014)

Gregory A. Greenwood 52 Senior Vice President, Strategy (since August 2011)

Anthony D. Somma 54 Senior Vice President, Chief Financial Officer and Treasurer (since August 2011)

Larry D. Irick 61 Vice President, General Counsel and Corporate Secretary (since February 2003)

Kevin L. Kongs 55 Vice President, Controller Westar Energy, Inc.

(since November 2013) Assistant Controller (October 2006 to November 2013)

Executive officers serve at the pleasure of the board of directors. There are no family relationships among any of the executive officers, nor any arrangements or understandings between any executive officer and other persons pursuant to which he was appointed as an executive officer.

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ITEM lA. RISK FACTORS We operate in market and regulatory environments that involve significant risks, many of which are beyond our control. In addition to other information in this Form 10-K, including "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and in other documents we file with the SEC from time to time, the following factors may affect our results of operations, our cash flows and the value of our equity and debt securities. These factors may cause results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. The factors listed below are not intended to be an exhaustive discussion of all such risks, and the statements below must be read together with factors discussed elsewhere in this document and in our other filings with the SEC.

Risks Relating to our Business Weather conditions, including mild and severe weather, may adversely impact our consolidated financial results.

Weather conditions directly influence the demand for electricity. Our customers use electricity for heating in winter months and cooling in summer months. Because of air conditioning demand, typically we produce our highest revenues in the third quarter. Milder temperatures reduce demand for electricity and have a corresponding impact on our revenues. Unusually mild weather in the future could adversely affect our consolidated financial results.

In addition, severe weather conditions can produce storms that can inflict extensive damage to our equipment and facilities, which can require us to incur additional operating and maintenance expense and additional capital expenditures. Our prices may not always be adjusted timely or adequately to reflect these higher costs. Additionally, because many of our power plants use water for cooling, persistent or severe drought conditions could result in limited power production. High water conditions can also impair planned deliveries of fuel to our plants.

Our prices are subject to regulatory review and may not prove adequate to recover our costs and provide a fair return.

We must obtain from state and federal regulators the authority to establish terms and prices for our services. The KCC and, for most of our wholesale customers, FERC, use a cost-of-service approach that takes into account operating expenses, fixed obligations and recovery of and return on capital investments. Using this approach, the KCC and FERC set prices at levels calculated to recover such costs and a permitted return on investment. Except for wholesale transactions for which the price is not so regulated, and except to the extent the KCC and FERC permit us to modify our prices through the application of a formula that tracks changes in certain of our costs, our prices generally remain fixed until changed following a rate review.

Further, the adjustments may be modified, limited or eliminated by regulatory or legislative actions. We may apply to change our prices or intervening parties may request that our prices be reviewed for possible adjustment.

Rate proceedings through which our prices and terms of service are determined typically involve numerous parties including electricity consumers, consumer advocates and governmental entities, some of whom take positions that are adverse to us. In addition, regulators' decisions may be appealed to the courts by us or other parties to the proceedings. These factors may lead to uncertainty and delays in obtaining or implementing changes to our prices or terms of service. There can be no assurance that our regulators will find all of our costs to have been prudently incurred. A finding that costs have been imprudently incurred can lead to disallowance of recovery for those costs. Further, the prices approved by the applicable regulatory body may not be sufficient for us to recover our costs and to provide for an adequate return on and of capital investments.

We cannot predict the outcome of any rate review or the actions of our regulators. The outcome of rate proceedings, or delays in implementing price changes to reflect changes in our costs, could have a material effect on our consolidated financial results.

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Our costs of compliance with environmental laws and regulations, including those relating to GHG emissions, are significant, and the future costs of compliance with environmental laws and regulations could adversely impact our operations and consolidated financial results.

We are subject to extensive federal, state and local environmental laws and regulations relating to air quality, water quality, the use of water, the handling, disposal and clean-up of hazardous and non-hazardous substances and wastes, natural resources and health and safety. Compliance with these legal requirements, which change frequently and have tended to become more restrictive, requires us to commit significant capital and operating resources toward permitting, emission fees, environmental monitoring, installation and operation of air and water quality control equipment and purchases of air emission allowances and/or offsets. These laws and regulations oftentimes require a lengthy and complex process for obtaining licenses, permits and approvals from governmental agencies for new, existing or modified facilities. Ifwe fail to comply with such laws, regulations and permits, or fail to obtain and maintain necessary permits, we could be fined or otherwise sanctioned by regulators, and such fines or the cost of sanctions may not be recoverable in our prices.

Costs of compliance with environmental laws and regulations or fines or penalties resulting from non-compliance, if not recovered in our prices, could adversely impact our operations and/or consolidated financial results, especially if emission and/or discharge limits are tightened, more extensive permitting requirements are imposed, additional substances become regulated or the number and types of assets we operate increases. We cannot estimate our compliance costs or any possible fines or penalties with certainty, or the degree to which such costs might be recovered in our prices, due to our inability to predict the requirements and timing of implementation of environmental rules or regulations. See "Item 1. Business -

Environmental Matters," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -

Executive Summary - Current Trends and Uncertainties - Environmental Regulation" and Notes 4 and 14 of the Notes to Consolidated Financial Statements, Rate Matters and Regulation - KCC Proceedings - Environmental Costs" and "Commitments and Contingencies - Environmental Matters," respectively, for additional information. In addition, compliance with environmental laws and regulations could alter the manner in which we had planned to manage our assets, which in tum could require us to retire assets earlier than expected or record asset retirement obligations (AROs).

In addition, we combust large amounts of fossil fuels as we produce electricity. This results in significant emissions of carbon dioxide (CO 2) and other GHGs through the operation of our power plants. Federal legislation regulates the emission of GHGs and numerous states and regions have adopted programs to stabilize or reduce GHG emissions. The Environmental Protection Agency (EPA) regulates GHGs under the Clean Air Act. In October 2015, the EPA published a rule limiting CO 2 emissions for new, modified and reconstructed coal and natural gas fueled electric generating units, along with a rule regulating emissions from existing power plants. In 2017, the EPA announced that it is reviewing the rules regarding new, modified, and reconstructed coal and natural gas electric generating units, and has proposed to effectively repeal the rule relating to existing power plants. See Note 14 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies -

Environmental Matters" for additional information. We believe rules that regulate or limit our emissions could have a material impact on our operations and consolidated financial results.

Further, in the course of operating our coal generation plants, we produce CCRs, including fly ash, gypsum and bottom ash, which we must handle, recycle, process or dispose of. We historically have recycled some of our ash production, principally by selling to the aggregate industry. The EPA published a rule to regulate CCRs in April 2015, which will require additional CCR handling, processing and storage equipment and potential closure of certain ash disposal areas. We have recorded, and may need to record additional AROs, in connection with the rule. See Note 14 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies - Environmental Matters" for additional information. The impact of this rule on our operations and consolidated financial results could be material.

We could be subject to penalties as a result of mandatory reliability standards, which could adversely affect our consolidated financial results.

As a result of the Energy Policy Act of 2005, owners and operators of the bulk power transmission system, including Westar Energy and KGE, are subject to mandatory reliability standards promulgated by the North American Electric Reliability Corporation and enforced by FERC. Ifwe were found to be out of compliance with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties, which we might not be able to recover in the prices we charge our customers. This could have a material adverse effect on our consolidated financial results.

15

Adverse economic conditions could adversely impact our operations and consolidated financial results.

Our operations are impacted by economic conditions. Adverse economic conditions, including a prolonged recession, no or low economic growth or capital market disruptions, may:

reduce demand for our service;

  • increase delinquencies or non-payment by customers; adversely impact the financial condition of suppliers, which may in tum limit our access to inventory, including coal and natural gas, or capital equipment or increase our costs; and increase deductibles and premiums and result in more restrictive policy terms under insurance policies regarding risks we typically insure against, or make insurance claims more difficult to collect.

A number of our commercial and industrial customers have geographically dispersed facilities, and localized factors, including economic conditions, governmental or other incentives and other factors that influence customer operating or capital expenses, may cause these customers to curtail or eliminate operations at facilities in our service territory and move them to other facilities with competitive advantages. In addition, unexpectedly strong economic conditions can result in increased costs and shortages. Any of the aforementioned events, and others we may not be able to identify, could have an adverse impact on our consolidated financial results.

We are exposed to various risks associated with the ownership and operation of Wolf Creek, any of which could adversely impact our consolidated financial results.

Through KGE's ownership interest in Wolf Creek, we are subject to the risks of nuclear generation, which include:

the risks associated with storing, handling and disposing of radioactive materials and the current lack of a long-term off-site disposal solution for radioactive materials; limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with nuclear operations; uncertainties with respect to procurement of nuclear fuel and related services; uncertainties with respect to the technological and financial aspects of decommissioning Wolf Creek at the end of its life; and

  • costs of measures associated with public safety.

The NRC has authority to impose licensing and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements enacted by the NRC could necessitate substantial capital expenditures at Wolf Creek.

An incident at Wolf Creek could have a material impact on our consolidated financial results. Furthermore, the non-compliance of other nuclear facilities operators with applicable regulations or the occurrence of a serious nuclear incident at other facilities anywhere in the world could result in increased regulation of the industry or a retrospective premium assessment under our nuclear insurance coverage, both of which could increase Wolf Creek's costs and impact our consolidated financial results. Such events could also result in a shutdown of Wolf Creek.

In addition, Wolf Creek is reliant on a sole supplier for fuel and related services, which is currently the subject of Chapter 11 reorganization proceedings, and an extended outage of Wolf Creek could occur if the supplier is not able to perform under its contracts with Wolf Creek. Switching to another supplier could take an extended amount of time, and would require NRC approval. An extended outage at Wolf Creek could affect the amount of our Wolf Creek investment included in our prices, and could have a material impact on our consolidated financial results.

16

Significant decisions about capital investments are based on forecasts of long-term demand for energy incorporating assumptions about multiple, uncertain factors. Our actual experience may differ significantly from our assumptions, which may adversely impact our consolidated financial results.

We attempt to forecast demand to determine the timing and adequacy of our energy and energy delivery resources.

Long-term forecasts involve risks because they rely on assumptions we make concerning uncertain factors including weather, technological change, environmental and other regulatory requirements, economic conditions, social pressures and the responsiveness of customers' electricity demand to conservation measures and prices. Both actual future demand and our ability to satisfy such demand depend on these and other factors and may vary materially from our forecasts. If our experience varies from our forecasts, or if our regulators disagree with the prudence of certain of our decisions, we could be required to increase our AROs or record impairment charges, and our consolidated financial results may be adversely impacted.

Our planned capital investments subject us to risks.

Our business requires significant capital expenditures. In addition to risks discussed above associated with recovering capital investments through our prices, and risks associated with our reliance on the capital markets and short-term credit to fund those investments, our capital expenditure program poses risks, including, but not necessarily limited to:

shortages, disruption in the delivery and inconsistent quality of equipment, materials and labor;

  • contractor or supplier non-performance; delays in or failure to receive necessary permits, approvals and other regulatory authorizations; impacts of new and existing laws and regulations, including environmental and health and safety laws, regulations and permit requirements;
  • adverse weather; unforeseen engineering problems or changes in project design or scope; environmental and geological conditions; and unanticipated cost increases with respect to labor or materials, including basic commodities needed for our infrastructure such as steel, copper and aluminum.

These and other factors, or any combination of them, could cause us to defer or limit our capital expenditure program and could adversely impact our consolidated financial results.

Our ability to fund our capital expenditures and meet our working capital and liquidity needs may be limited by conditions in the credit and capital markets, by our credit ratings or the market price of Westar Energy's common stock. Further, capital market conditions can cause fluctuations in the values of assets set aside for employee benefit obligations and the Wolf Creek nuclear decommissioning trust (NDT) and may increase our funding requirements related to these obligations.

To fund our capital expenditures and for working capital and liquidity, we rely on internally generated cash, access to capital markets, and short-term credit. Disruption in capital markets, deterioration in the financial condition of the financial institutions on which we rely, any credit rating downgrade or any decrease in the market price of Westar Energy's common stock may make capital more difficult and costly for us to obtain, may restrict liquidity available to us, may require us to defer or limit capital investments or impact operations or may reduce the value of our financial assets. The Tax Cuts and Jobs Act (TCJA) will reduce our internally generated cash, which might adversely impact the manner in which our credit rating is evaluated. These could adversely impact our business and consolidated financial results, including our ability to pay dividends and to make investments or undertake programs necessary to meet regulatory mandates and customer demand.

Further, we have significant future financial obligations with respect to employee benefit obligations and the Wolf Creek NDT. The value of the assets needed to meet those obligations are subject to market fluctuations and will yield uncertain returns, which may fall below our expectations for meeting our obligations. Additionally, inflation and changes in interest rates impact the value of future liabilities. In general, when interest rates decline, the value of future liabilities increase. While the KCC allows us to implement a regulatory accounting mechanism to track certain of our employee benefit plan expenses, this mechanism does not allow us to make automatic price adjustments. Only in future rate proceedings may we be allowed to adjust our prices to reflect changes in our funding requirements. Further, the tracking mechanism for these benefit plan expenses is part of our overall rate structure, and as such, it is subject to KCC review and may be modified, limited or eliminated in the future. If these assets are not managed successfully, our consolidated financial results and cash flows could be adversely impacted.

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Physical and cybersecurity breaches, criminal activity, terrorist attacks and other disruptions to our facilities or our information technology infrastructure could interfere with our operations, expose us or our customers or employees to a risk ofloss and expose us to liability or regulatory penalties or cause reputational damage and other harm to our business.

We rely upon information technology networks and systems to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including the generation, transmission and distribution of electricity, supply chain functions, and the invoicing and collection of payments from our customers. We also use information technology networks and systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal and tax requirements. These networks and systems are in some cases owned or managed by third-party service providers. In the ordinary course of business, we collect, store and transmit sensitive data including operating information, proprietary business information belonging to us and third parties and personal information belonging to our customers and employees.

Our information technology networks and infrastructure, as well as the networks and infrastructure belonging to third-party service providers that we utilize, may be vulnerable to damage, disruptions or shutdowns due to attacks or breaches by hackers or other unauthorized third parties; error or malfeasance by one or more of our or our service providers' employees; software or hardware upgrades; additions or replacements; malicious software code; telecommunication failures; natural disasters or other catastrophic events. The occurrence of any of these events could, among other things, impact the reliability or safety of our generation, transmission and distribution systems; result in the erasure of data or render our equipment unusable; impact our ability to conduct business in the ordinary course; expose us and our customers, employees and vendors to a risk of loss or misuse of information; and result in legal claims or proceedings, liability or regulatory penalties against us, damage our reputation or otherwise harm our business. We can provide no assurance that we will identify and remedy all security or system vulnerabilities or that unauthorized access or error will be identified and remedied.

We are subject to laws and rules issued by multiple government agencies concerning safeguarding and maintaining the confidentiality of our security, customer and business information. For example, NERC has issued comprehensive regulations and standards surrounding the security of bulk power systems, and is continually in the process of developing updated and additional requirements with which the utility industry must comply. The NRC also has issued regulations and standards related to the protection of critical digital assets at nuclear power plants. Compliance with NERC and NRC rules and standards, and rules and standards promulgated by other regulatory agencies from time to time, will increase our compliance costs and our exposure to the potential risk of violations of these rules and standards, which includes potential financial penalties. Furthermore, the non-compliance of other utilities with applicable regulations or the occurrence of a serious security event at other utilities could result in increased regulation or oversight, both of which could increase our costs and impact our consolidated financial results.

Additionally, we cannot predict the impact that any future information technology or terrorist attack may have on the energy industry in general. The electric utility industry, both within the United States and internationally, has experienced physical and cybersecurity attacks on energy infrastructure such as power plants, substations, and related assets in the past, and there may be more attacks in the future. Our facilities could be direct targets or indirect casualties of such attacks. The effects of such attacks could include disruption to our generation, transmission and distribution systems or to the electrical grid in general, and could increase the cost of insurance coverage or result in a decline in the U.S. economy. Any of the foregoing could adversely impact our operations or financial results.

Equipment failures and other events beyond our control may cause extended or unplanned plant outages, which may*

adversely impact our consolidated financial results.

The generation, distribution and transmission of electricity require the use of expensive and complicated equipment, much of which is aged, and all of which requires significant ongoing maintenance. Our power plants and equipment are subject to extended outages because of equipment failure, weather, transmission system disruption, operator error, contractor or subcontractor failure and other factors. In such events, we must either produce replacement power from our other plants, which may be less efficient or more expensive to operate, purchase power from others at unpredictable and potentially higher costs in order to meet our sales obligations, or suffer outages. Such events could also limit our ability to make sales to customers.

Therefore, the occurrence of extended or unplanned outages could adversely affect our consolidated financial results.

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Recent comprehensive tax legislation could adversely affect our consolidated financial results and liquidity. In addition, we may not be able to fully utilize net operating loss, tax credit or other tax carryforwards, or realize expected production tax credits related to our wind farms, all of which could adversely impact our consolidated financial results and liquidity.

Major tax legislation, known as the TCJA, was signed into law in December 2017. The TCJA significantly reforms the Internal Revenue Code of 1986, as amended (IRC), and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, reducing the federal corporate income tax rate from 35% to 21 %, limiting the deduction for net operating losses, eliminating net operating loss carrybacks and eliminating our use of bonus depreciation on new capital investments. Due to the complexity of the TCJA, including any possible future legislation that amends the TCJA, the limited guidance from regulatory agencies, including the Internal Revenue Service, FERC and the KCC, and contemporaneous state dockets, including one in Kansas dedicated to the impact of the TCJA, the overall impact of the TCJA on us is uncertain, and our business, as well as the business of the combined companies following closing of the merger, could be adversely affected by the TCJA or related regulatory proceedings and actions.

The TCJA will reduce our revenues and internally generated cash flows due to the reduced collection of taxes in customer prices. Due to the reasons noted above, this reduction could be more than we anticipate and could adversely affect our consolidated financial results and liquidity. In addition, the reduction in the corporate tax rate may result in a reduction of deferred income tax assets and liabilities currently recorded, and may result in one or more charges to our results of operations to the extent that the assets and liabilities are not attributable to our rate regulated business. Further, there may be other material adverse effects resulting from the legislation that we have not yet identified.

Over the last several years, our income tax obligations have been reduced due to the continued use of bonus depreciation provisions that allow for an acceleration of deductions for tax purposes and IRS guidance on tax deductions for repairs. Although the TCJA expands bonus depreciation in general, it eliminates bonus depreciation for regulated utilities on new capital investments. We assess our future ability to utilize tax benefits, including those in the form of net operating loss, tax credit and other tax carryforwards, that are recorded as deferred income tax assets on our balance sheets to determine whether a valuation allowance is necessary. A reduction in, or disallowance of these tax benefits resulting from a legislative change or adverse determination by a taxing jurisdiction could have an adverse impact on our consolidated financial results and liquidity. Additionally, changes in corporate tax rates or policy changes, such as those resulting from the TCJA, as well as any inability to generate enough taxable income in the future to utilize all of our tax benefits before they expire, could have an adverse impact on our consolidated financial results and liquidity.

In addition, we operate wind farms that generate production tax credits for us to use to reduce our federal income tax obligations. The amount of production tax credits we earn is dependent on the level of electricity output generated by our wind farms and the applicable tax credit rate. A variety of operating and economic parameters, including transmission constraints, adverse weather conditions and breakdown or failure of equipment, could significantly reduce the production tax credits generated by our wind farms, which could have an adverse impact on our consolidated financial results.

Our regulated business model may be threatened by technological advancements that could adversely affect our financial condition and results of operations.

Significant technological advancements have taken and will continue to take place in the electric industry, including advancements related to self-generation and distributed energy technologies such as fuel cells, micro turbines, wind turbines and solar cells, as well as related to the storage of energy produced by these systems. Adoption of these technologies may increase because of advancements or government subsidies reducing the cost of generating or storing electricity through these technologies to a level that is competitive with our current methods of generating electricity. There is also a perception that generating or storing electricity through these technologies is more environmentally friendly than generating electricity with fossil fuels. Increased adoption of these technologies could reduce electricity demand and the pool of customers from whom fixed costs are recovered, resulting in under recovery of our fixed costs. Increased self-generation and the related use of net energy metering, which allows self-generating customers to receive bill credits for surplus power, could put upward price pressure on our remaining customers. Ifwe were unable to adjust our prices to reflect reduced electricity demand and increased self-generation and net energy metering, our financial condition and results of operations could be adversely affected.

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Risks Relating to the Pending Merger We cannot provide any assurance that the merger will be completed. Failure to complete the merger could negatively affect the trading price of our common stock and our future business and financial results.

The closing of the merger is subject to various conditions, including, among others, (i) receipt of all required regulatory approvals from, among others, the FERC, NRC, KCC, and Public Service Commission of the State of Missouri (MPSC) (provided that such approvals do not result in a material adverse effect on Great Plains Energy or Westar Energy and their respective subsidiaries, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole); (ii) effectiveness of the registration statement for the shares of the new holding company common stock to be issued to Westar Energy and Great Plains Energy shareholders in the merger and approval of the listing of such shares on the New York Stock Exchange; (iii) the absence of any material adverse effect with respect to Westar Energy, Great Plains Energy and their respective subsidiaries; (iv) the absence oflaws or judgments, whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the merger; (v) subject to certain materiality exceptions, the accuracy of the representations and warranties made by Westar Energy and Great Plains Energy, respectively, and compliance by Westar Energy and Great Plains Energy with their respective obligations under the amended and restated merger agreement; (vi) the receipt of tax opinions by us and Great Plains Energy that the merger will be treated as a non-taxable event for U.S. federal income tax purposes; (vii) there being no shares of Great Plains Energy preference stock outstanding; and (viii) Great Plains Energy having not less than $1.25 billion in cash or cash equivalents on its balance sheet.

Although we and Great Plains Energy have agreed in the merger agreement to use our reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary to cause the conditions to the closing of the merger to be satisfied or to effect the closing of the merger as promptly as reasonably practicable, the conditions to the merger may not be satisfied and the merger agreement could be terminated. In addition, satisfying the conditions to the merger may take longer than, and could cost more than, we and Great Plains Energy expect. The occurrence of any of these events individually or in combination could negatively affect the trading price of our common stock and our future business and financial results and subject us to the following:

  • negative reactions from the financial markets, including declines in the price of our common stock due to the fact that the current price may reflect a market assumption that the merger will be completed; performance shortfalls and missed opportunities as a result of the diversion of our management's attention by the merger; and
  • potential payments by us to Great Plains Energy for damages, or if the merger agreement is terminated under certain circumstances, a termination fee of$190.0 million.

The merger is subject to the receipt of consent or approval from governmental entities that could delay the completion of the merger or impose conditions that could have a material adverse effect on the combined company.

Completion of the merger is conditioned upon, among other things, the receipt of consents, orders, approvals or clearances, as required, from, among others, the FERC, NRC, KCC and MPSC (provided that such approvals do not result in a material adverse effect on Great Plains Energy or Westar Energy and their respective subsidiaries, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole).

On April 19, 2017, the KCC rejected the original proposed acquisition of Westar Energy by Great Plains Energy, and we are unable to predict how the KCC will evaluate the new proposed merger. A substantial delay in obtaining satisfactory approvals* or the imposition of unfavorable terms or conditions in connection with such approvals could adversely affect the business, financial condition or results of operations ofus or Great Plains Energy or may result in the termination of the merger agreement. Failure to receive satisfactory approvals may also make any alternative future strategic transaction more challenging, which could in turn negatively impact the price of our common stock.

For additional information on the status of various approvals in connection with the pending merger, see Notes 3 and 14 of the Notes to Consolidated Financial Statements, "Pending Merger" and "Commitments and Contingencies," respectively.

The anticipated benefits of combining the companies may not be realized.

We entered into the amended and restated merger agreement with the expectation that the merger would result in various benefits, including, among other things, synergies, cost savings and operating efficiencies. However, the achievement of the anticipated benefits of the merger, including the synergies, may not materialize or may take longer than expected to materialize. In addition, the TCJA significantly reforms the IRC and may impact the timing and extent of benefits previously 20

expected from the merger. In addition, we may not be able to integrate our operations with Great Plains Energy's existing operations without encountering difficulties, including inconsistencies in standards, systems and controls, and without diverting management's focus and resources from ordinary business activities and opportunities. Any of the foregoing could have a material adverse effect on the combined company.

We will incur significant transaction and transition costs in connection with the merger.

We and Great Plains Energy expect to incur significant transaction and transition costs in connection with the consummation of the merger and the subsequent integration of the companies (in addition to the costs we and Great Plains Energy have already incurred on the prior proposed acquisition ofus). Prior to consummation of the merger, we may also incur additional costs to maintain employee morale and to retain key employees. Great Plains Energy will also incur significant fees and expenses in connection with unwinding financing arrangements that were implemented to finance the prior proposed acquisition ofus. These expenses could reduce or eliminate the savings that we expect to achieve from the merger, and accordingly, any net benefits may not be achieved in the near term or at all. These transaction and transition expenses may result in significant charges taken against earnings by us prior to the completion of the merger and by the combined company following the completion of the merger.

We will be subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect our business.

Uncertainty about the impact of the merger, including on employees and customers, may have an adverse effect on us and Great Plains Energy and, consequently, on the combined company. These uncertainties may impair our and Great Plains Energy's ability to attract, retain and motivate personnel, and could cause customers, suppliers and others that deal with us to seek to change existing business relationships with *us and/or Great Plains Energy. If employees depart, our business or the combined company's business could be harmed. In addition, the merger agreement restricts us, without the consent of Great Plains Energy, and Great Plains Energy, without our consent, from taking specified actions until the merger is completed or the amended and restated merger agreement terminates. These restrictions may prevent us or Great Plains Energy from pursuing otherwise attractive business opportunities and making other changes to our respective businesses.

Pending litigation against us and Great Plains Energy may adversely affect the combined company's business, financial condition or results of operations following the merger.

Following the announcement of the original merger agreement, a putative derivative lawsuit was filed in the District Court of Shawnee County, Kansas against the members of our board of directors, Great Plains Energy and a subsidiary of Great Plains Energy, alleging breaches of various fiduciary duties by members of our board of directors in connection with the original proposed transaction and alleging that Great Plains Energy and a subsidiary of Great Plains Energy aided and abetted such alleged breaches of fiduciary duties. The putative derivative petition was refiled in October 2017. Also following the announcement of the original merger agreement, two putative class action lawsuits (which were consolidated and superseded by a consolidated complaint) were filed in the District Court of Shawnee County, Kansas against Westar Energy, the members of our board of directors and Great Plains Energy, alleging breaches of various fiduciary duties by the members of our board of directors in connection with the proposed merger and alleging that we and Great.Plains Energy aided and abetted such alleged breaches of fiduciary duties. In September 2017, the lead plaintiffs moved to amend the class action petition with allegations similar to those made regarding the original merger agreement but focusing on the revised merger. Also in September 2017, a putative class action lawsuit was filed in the United States District Court for the District of Kansas challenging the merger and alleged disclosure violations under sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act). In October 2017, another putative class action lawsuit was filed in the United States District Court for the District of Kansas. This federal class action complaint challenges the merger and alleges violations of sections 14(a) and 20(a) of the Exchange Act.

On November 16, 2017, the parties in each of the actions independently agreed to withdraw requests for injunctive relief and otherwise agreed in principle to dismissing the actions with prejudice and to providing releases. In the future, the parties will prepare and present to the court for approval Stipulations of Settlement that will, if accepted by the court, settle the actions in their entirety. The outcome of litigation is inherently uncertain. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger closes may adversely affect the combined company's business, financial condition or results of operation. See Note 16 of the Notes to Consolidated Financial Statements, "Legal Proceedings," for additional information.

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ITEM lB. UNRESOLVED STAFF COMMENTS None.

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ITEM 2. PROPERTIES Unit Capability (MW) By Owner (a)

Total Generation and Total Renewable Renewable Year Principal Westar Company Purchased Purchased Name Location Unit No. Installed Source Energy KGE Generation Power Power Renewable Generation:

Ness & Trego (a) - - - 199 199 Cedar Bluff 2015 Wind Counties, KS Central Plains Wichita County, KS (a) 2009 Wind 99 - 99 - 99 Flat Ridge Barber County, KS (a) 2009 Wind 50 - 50 50 100 Hutchinson Community Solar Hutchinson, KS 2017 Solar - - - I I Ironwood Ford County, KS (a) 2012 Wind - - - 168 168 Kay Wind Kay County, OK (a) 2015 Wind - - - 200 200 Kingman County, (a) - - 103 103 Kingman II 2016 Wind -

KS Meridian Way Cloud County, KS (a) 2008 Wind - - - 96 96 Ninnescah Pratt County, KS (a) 2016 Wind - - - 208 208 Ellsworth & Lincoln (a) Wind - - - 201 201 Post Rock 2012 Counties, KS Shawnee County, Landfill -

Rolling Meadows 2010 - - 6 6 KS Gas Western Plains Ford County, KS (a) 2017 Wind 281 - 281 - 281 Nuclear:

Wolf Creek Generating Burlington, KS I (b) 1985 Uranium - 552 552 - 552 Station (47%):

Coal:

Jeffrey Energy Center (92%): St. Marys, KS Steam Turbines 1 (b) 1978 Coal 524 146 670 - 670 2 (b) 1980 Coal 526 146 672 - 612 3 (b) 1983 Coal 516 143 659 - 659 La Cygne Station (50%): La Cygne, KS Steam Turbines I (b) 1973 Coal - 368 368 - 368 2 (c) 1977 Coal - 331 331 - 331 Lawrence Energy Center: Lawrence, KS Steam Turbines 4 1960 Coal 111 - 111 - 111 5 1971 Coal 373 - 373 - 373 Tecumseh Energy Center: Tecumseh, KS Steam Turbines 7 1957 Coal 66 - 66 - 66 (a) Capability (except for wind generating facilities) represents accredited net generating capacity approved by the SPP. Capability for our wind generating facilities represents the installed design capacity. Due to the intermittent nature of wind generation, these facilities are associated with a total of 23 0 MW of accredited generating capacity.

(b) Westar Energy jointly owns State Line (40%) while KGEjointly owns La Cygne unit 1 (50%) and Wolf Creek (47%). We jointly own or lease 92% of JEC. Unit capacity amounts reflect our ownership and leased percentages only.

(c) In 1987, KGE entered into a sale-leaseback transaction involving its 50% interest in the La Cygne unit 2. We consolidate the leasing entity as a VIE as discussed in Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities."

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Unit Capability (MW) By Owner (a)

Total Generation and Total Renewable Renewable Year Principal Westar Company Purchased Purchased Name Location Unit No. Installed Source Energy KGE Generation Power Power Gas and Diesel:

Emporia Energy Center: Emporia,KS Combustion Turbines 1 2008 Gas 45 - 45 - 45 2 2008 Gas 44 - 44 - 44 3 2008 Gas 43 - 43 - 43 4 2008 Gas 44 - 44 - 44 5 2008 Gas 158 - 158 - 158 6 2009 Gas 155 - 155 - 155 7 2009 Gas 157 - 157 - 157 Gordon Evans Energy Center: Colwich,KS Steam Turbines 1 1961 Gas - 154 154 - 154 2 1967 Gas - 376 376 - 376 Combustion Turbines 1 2000 Gas 73 - 73 - 73 2 2000 Gas 72 - 72 - 72 3 2001 Gas 149 - 149 - 149 Hutchinson Energy Center: Hutchinson, KS Combustion Turbines I 1974 Gas 54 - 54 - 54 2 1974 Gas 56 - 56 - 56 3 1974 Gas 55 - 55 - 55 4 1975 Diesel 70 - 70 - 70 Murray Gill Energy Center: Wichita, KS Steam Turbines 3 1956 Gas - 104 104 - 104 4 1959 Gas - 92 92 - 92 Spring Creek Energy Center: Edmond,OK Combustion Turbines 1 2001 Gas 69 - 69 - 69 2 2001 Gas 69 - 69 - 69 3 2001 Gas 67 - 67 - 67 4 2001 Gas 68 - 68 - 68 State Line (40%): Joplin, MO Combined Cycle 2-1 (b) 2001 Gas 62 - 62 - 62 2-2 (b) 2001 Gas 63 - 63 - 63 2-3 (b) 2001 Gas 71 - 71 - 71 Total 4,190 2,412 6,602 1,232 7,834 (a) Capability (except for wind generating facilities) represents accredited net generating capacity approved by the SPP. Capability for our wind generating facilities represents the installed design capacity. Due to the intermittent nature of wind generation, these facilities are associated with a total of230 MW of accredited generating capacity.

(b) Westar Energy jointly owns State Line (40%) while KGEjointly owns La Cygne unit 1 (50%) and Wolf Creek (47%). We jointly own or lease 92% of JEC. Unit capacity amounts reflect our ownership and leased percentages only.

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We own and have in service approximately 6,400 miles of transmission lines, approximately 24,200 miles of overhead distribution lines and approximately 5,100 miles of underground distribution lines.

Substantially all of our utility properties are encumbered by first priority mortgages pursuant to which bonds have been issued and are outstanding.

ITEM 3. LEGAL PROCEEDINGS Information on legal proceedings is set forth in Notes 4, 14 and 16 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation," "Commitments and Contingencies" and "Legal Proceedings," respectively, which are incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES Not Applicable.

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PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS STOCK TRADING Westar Energy's common stock is listed on the New York Stock Exchange and traded under the ticker symbol WR. As of February 14, 2018, Westar Energy had 14,955 common shareholders ofrecord. For information regarding quarterly common stock price ranges for 2017 and 2016, see Note 20 of the Notes to Consolidated Financial Statements, "Quarterly Results (Unaudited)."

STOCK PERFORMANCE GRAPH The following graph compares the performance of Westar Energy's common stock during the period that began on December 31, 2012, and ended on December 31, 2017, to the performance of the Standard &Poor's 500 Index (S&P 500) and the Standard & Poor's Electric Utility Index (S&P Electric Utilities). The graph assumes a $100 investment in Westar Energy's common stock and in each of the indices at the beginning of the period and a reinvestment of dividends paid on such investments throughout the period.

CUMULATIVE TOTAL RETURN Based on an initial investment of $100 on December 31, 2012 with dividends reinvested

$250

$200

$150

.,, ........................-************************************************-**=**';:..:...............-**

$100 Dec 2012 Dec 2013 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Westar Energy, Inc. - S&P©500 ............. S&P© Electric Utilities Dec 2012 Dec2013 Dec 2014

  • Dec 2015 Dec 2016 Dec 2017 Westar Energy, Inc. $100 $117 $156 $167 $229 $221 S&P©500 $100 $132 $150 $153 $171 $208 S&P© Electric Utilities $100 $113 $146 $139 $162 $181 26

DIVIDENDS Holders of Westar Energy's common stock are entitled to dividends when and as declared by Westar Energy's board of directors.

Quarterly dividends on common stock have historically been paid on or about the first business day of January, April, July and October to shareholders ofrecord as of or about the ninth day of the preceding month. Westar Energy's board of directors reviews the common stock dividend policy from time to time. Among the factors the board of directors considers in determining Westar Energy's dividend policy are earnings, cash flows, capitalization ratios, regulation, competition and financial loan covenants. In 2017, Westar Energy's board of directors declared four quarterly dividends of $0.40 per share, reflecting an annual dividend of$1.60 per share, compared to four quarterly dividends of$0.38 per share in 2016, reflecting an annual dividend of $1.52 per share. On February 21, 2018, Westar Energy's board of directors declared a quarterly dividend of

$0.40 per share payable to shareholders on April 2, 2018. The indicated annual dividend rate is $1.60 per share.

The merger agreement includes certain restrictions and limitations on our ability to declare dividend payments. The merger agreement, without prior approval of Great Plains Energy, limits our quarterly dividends declared to $0.40 per share.

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ITEM6. SELECTED FINANCIAL DATA Year Ended December 31, 2017 2016 2015 2014 2013 (In Thousands)

Income Statement Data:

Total revenues ..................................................... $ 2,571,003 $ 2,562,087 $ 2,459,164 $ 2,601,703 $ 2,370,654 Net income ......................................................... 336,552 361,200 301,796 322,325 300,863 Net income attributable to Westar Energy, Inc ... 323,920 346,577 291,929 313,259 292,520 As of December 31, 2017 2016 2015 2014 2013 (In Thousands)

Balance Sheet Data:

Total assets ......................................................... $ 11,624,368 $ 11,487,074 $ 10,705,666 $ 10,288,906 $ 9,530,903 Long-term obligations (a) ................................... 3,846,191 3,699,328 3,379,219 3,433,320 3,466,984 Year Ended December 3 1, 2017 2016 2015 2014 2013 Common Stock Data:

Basic earnings per share available for common stock. ............................................................. $ 2.27 $ 2.43 $ 2.11 $ 2.40 $ 2.29 Diluted earnings per share available for common stock. .............................................. 2.27 2.43 2.09 2.35 2.27 Dividends declared per share ............................. 1.60 1.52 1.44 1.40 1.36 Book value per share .......................................... 27.50 26.84 25.87 25.02 23.88 Average equivalent common shares outstanding (in thousands) (b) (c) ................ 142,464 142,068 137,958 130,015 127,463 (a) Includes long-term debt, net, current maturities of long-term debt, capital leases, long-term debt ofVIEs, net and current maturities of long-term debt ofVIEs. See Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities," for additional information regarding VIEs.

(b) In 2015, Westar Energy issued and sold approximately 9.7 million shares of common stock realizing proceeds of $258.0 million.

(c) In 2014, Westar Energy issued and sold approximately 3.4 million shares ofcommon stock realizing proceeds of$87.7 million.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain matters discussed in Management's Discussion and Analysis are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability.

Forward-looking statements may include words like we "believe," "anticipate," "target," "expect," "estimate," "intend" and words of similar meaning. Forward-looking statements describe our future plans, objectives, expectations or goals. See "Forward-Looking Statements" above for additional information.

EXECUTIVE

SUMMARY

Description of Business We are the largest electric utility in Kansas. We produce, transmit and sell electricity at retail to approximately 708,000 customers in Kansas under the regulation of the KCC. We also supply electric energy at wholesale to municipalities and electric cooperatives in Kansas under the regulation ofFERC. We have contracts for the sale or purchase of wholesale electricity with other utilities.

Tax Cuts and Jobs Act The TCJA, which was signed into law in December 2017, significantly reforms the IRC and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, reducing the federal corporate income tax rate from 35% to 21 %, limiting the deduction for net operating losses, eliminating net operating loss carrybacks and eliminating our use of bonus depreciation on new capital investments.

We were required to remeasure deferred income tax assets and liabilities at the lower 21 % corporate tax rate as of the date the TCJA was signed into law. As a result, we decreased net deferred income tax liabilities by approximately $1.0 billion and made corresponding adjustments to regulatory assets and regulatory liabilities. Nearly all of the benefit of the lower corporate tax rate will lower prices for our customers over a period generally corresponding to the life of our plant assets. In addition, in 2017 we decreased non-regulated net deferred income tax assets by approximately $12.2 million and correspondingly recorded an increase in income tax expense, which increased our effective tax rate by 2.5%.

Changes to income tax expense that are included in our prices occur through either rate review, by updating prices through formulas for transmission and wholesale prices or other regulatory action. We expect that future price changes for providing retail and wholesale electricity and transmission service will retroactively apply the lower 2018 income tax expense.

Due to the nature of the regulatory process, and the inherent delay in our ability to adjust our prices, we may collect revenue in 2017 that is reflective of the higher corporate tax rate in effect prior to the passage of the TCJA. Therefore, we will reflect the expectation of retroactive application of lower prices in 2018 revenues and, correspondingly, we will accrue a regulatory liability representing our obligation to return these amounts to customers once the new prices are approved or otherwise take effect. We estimate that the lower prices will result in approximately $85.0 million less per year in revenues and a corresponding decrease in income tax expense. Further, we expect approximately $85.0 million less in cash receipts from customers due to less income tax included in our prices, which may require us to raise additional debt.

Proposed Merger with Great Plains Energy On May 29, 2016, we entered into an agreement and plan of merger with Great Plains Energy that provided for the acquisition of Westar Energy by Great Plains Energy. On April 19, 2017, the KCC rejected the prior transaction.

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On July 9, 2017, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. Upon closing, each issued and outstanding share of our common stock will be converted into one share of common stock of a new holding company with a final name still to be determined.

Upon closing, each issued and outstanding share of Great Plains Energy common stock will be converted into 0.5981 shares of common stock of the new holding company. Following completion of the merger, our shareholders are expected to own approximately 52.5% of the new holding company and Great Plains Energy's shareholders are expected to own approximately 47.5% of the new holding company. Our shareholders and Great Plains Energy's shareholders approved their respective merger-related proposals on November 21, 2017. We currently expect to close the transaction in the first half of 2018. For more information, see Notes 3, 14 and 16 of the Notes to Consolidated Financial Statements, "Pending Merger," "Commitments and Contingencies" and "Legal Proceedings," respectively, and Item "lA. Risk Factors."

In July 2017, we announced that we intend to retire unit 7 at Tecumseh Energy Center, units 3 and 4 at Murray Gill Energy Center, and units 1 and 2 at Gordon Evans Energy Center in 2018, subject to the completion of the merger. The decision was based in part on lower demand for energy from the plants. The depreciable lives of the assets have been, and continue to be, based upon us operating as a stand-alone entity. Retiring these units or any other assets identified as part of integration planning could result in the retirement of assets prior to the end of their estimated useful lives or recording a loss on obsolete inventory.

Earnings Per Share Fallowing is a summary of our net income and basic earnings per share (EPS) for the years ended December 31, 2017 and 2016.

Year Ended December 31, 2017 2016 Change (Dollars in Thousands, Except Per Share Amounts)

Net income attributable to Westar Energy, Inc... $ 323,920 $ 346,577 $ (22,657)

Earnings per common share, basic..................... 2.27 2.43 (0.16)

Net income attributed to Westar Energy, Inc. and basic EPS for the year ended December 31, 2017, as compared to the year ended December 31, 2016, decreased due primarily to lower retail sales attributable to milder weather and recording less in corporate-owned life insurance (COLI) benefits. Partially offsetting these decreases were lower income tax expense due to lower income before income taxes.

Key Factors Affecting Our Performance The principal business, economic and other factors that affect our operations and financial performance include:

  • weather conditions; the economy; customer conservation efforts;
  • the performance, operation and maintenance of our electric generating facilities and network;
  • conditions in the fuel, wholesale electricity and energy markets; rate and other regulations and costs of addressing public policy initiatives including environmental laws and regulations;
  • the availability of and our access to liquidity and capital resources; and capital market conditions.

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Strategy We expect to continue operating as a vertically integrated, regulated electric utility. Significant elements of our strategy include maintaining a flexible, clean and diverse energy supply portfolio. In doing so, we continue to expand renewable generation, build and upgrade our energy infrastructure and develop systems and programs with regard to how our customers use energy and interact with us. In addition, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. The closing of the merger is subject to customary closing conditions, including receipt ofregulatory approvals. See "Item IA. Risk Factors" and Note 3 of the Notes to Consolidated Financial Statements, "Pending Merger," for additional information.

Current Trends and Uncertainties Environmental Regulation We are subject to various federal, state and local environmental laws and regulations. Environmental laws and regulations affecting our operations are overlapping, complex, subject to changes, have become more stringent over time and are expensive to implement. There are a variety of final and proposed laws and regulations that could have a material adverse effect on our operations and consolidated financial results. See Note 14 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies-Environmental Matters," for a discussion of environmental costs, laws, regulations and other contingencies.

Allowance for Funds Used During Construction Allowance for funds used during construction (AFUDC) represents the allowed cost of capital used to finance utility construction activity. We compute AFUDC by applying a composite rate to qualified construction work in progress (CWIP).

We credit other income (for equity funds) and interest expense (for borrowed funds) for the amount of AFUDC capitalized as construction cost on the accompanying consolidated statements of income as follows:

Year Ended December 31, 2017 2016 2015 (In Thousands)

Borrowed funds ........................... $ 5,605 $ 9,964 $ 3,505 Equity funds ................................ 1,996 11,630 2,075 Total ..................................... $ 7,601 $ 21,594 $ 5,580 Average AFUDC Rates ............... 2.3% 4.2% 2.7%

We expect AFUDC for both borrowed funds and equity funds to fluctuate based on the timing and manner in which we finance our capital expenditures.

Interest Expense We expect a slight increase in our interest expense over the next several years as a result of our need to raise a modest amount of debt in order to fund our capital expenditure program. In addition, the passage of the TCJA will reduce cash flows we receive from our customers due to lower income taxes included in our prices. The reduction in cash flows may require us to raise additional debt resulting in higher interest expense. We believe increased interest expense will be reflected in the prices we are permitted to charge customers, as cost of capital will be a component of future rate proceedings and is also recognized in some of the other rate adjustments we are permitted to make. In addition, short-term interest rates are low by historical standards. We cannot predict to what extent these conditions will continue. See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt" and "Item lA Risk Factors" for additional information regarding the issuance of long-term debt.

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Customer Growth and Usage Retail customer additions have been growing approximately 0.5% the past few years. With the numerous energy efficiency policy initiatives promulgated through federal, state and local governments, as well as industry initiatives, environmental regulations and the need to strengthen and modernize the grid, which will increase our prices, we believe customers will continue to adopt more energy efficiency and conservation measures, which will slow or possibly suppress the growth of demand for electricity.

2018 Outlook In 2018, we expect to maintain our current business strategy and regulatory approach. Assuming normal weather, we expect 2018 retail electricity sales growth will be 0.5% or less.

In addition, we anticipate increased operating and maintenance and selling, general and administrative expenses. We also expect SPP transmission expense and property tax expense to continue to increase at a much higher rate than inflation.

However, we believe this will have a minimal impact to our consolidated financial results since SPP transmission expense and property tax expense are offset with higher revenues pursuant to our regulatory mechanisms. We also anticipate incremental merger-related expenses. See Note 3 of the Notes to Consolidated Financial Statements, "Pending Merger," for additional information. To help fund our capital spending as provided under "-Future Cash Requirements" below, in 2018 we may issue long-term debt, and utilize short-term borrowings by issuing commercial paper until permanent financing is in place.

CRITICAL ACCOUNTING ESTIMATES Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with Generally Accepted Accounting Principles (GAAP). Note 2 of the Notes to Consolidated Financial Statements, "Summary of Significant Accounting Policies," contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions by management. The policies highlighted below have an impact on our reported results that may be material due to the levels of judgment and subjectivity necessary to account for uncertain matters or their susceptibility to change.

Regulatory Accounting We apply accounting standards that recognize the economic effects of rate regulation. Accordingly, we have recorded regulatory assets and liabilities when required by a regulatory order or based on regulatory precedent. Regulatory assets represent incurred costs that have been deferred because they are probable of future recovery in our prices. Regulatory liabilities represent probable future reductions in revenue or refunds to customers.

The deferral of costs as regulatory assets is appropriate only when the future recovery of such costs is probable. In assessing probability, we consider such factors as specific regulatory orders, regulatory precedent and the current regulatory environment. Ifwe deem it no longer probable that we would recover such costs, we would record a charge against income in the amount of the related regulatory assets.

As of December 31, 2017, we had recorded regulatory assets currently subject to recovery in future prices of approximately $784.9 million and regulatory liabilities of$1.1 billion, as discussed in greater detail in Note 4 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation."

Pension and Post-Retirement Benefit Plans Actuarial Assumptions We and Wolf Creek calculate our pension benefit and post-retirement medical benefit obligations and related costs using actuarial concepts within the guidance provided by GAAP.

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In accounting for our retirement plans and post-retirement benefits, we make assumptions regarding the valuation of benefit obligations and the performance of plan assets. The reported costs of our pension plans are impacted by estimates regarding earnings on plan assets, contributions to the plan, discount rates used to determine our projected benefit obligation and pension costs and employee demographics including age, life expectancy and compensation levels and employment periods. Changes in these assumptions result primarily in changes to regulatory assets, regulatory liabilities or the amount of related pension and post-retirement benefit liabilities reflected on our consolidated balance sheets. Such changes may also require cash contributions.

The following table shows the impact of a 0.5% change in our pension plan discount rate, salary scale and rate of return on plan assets.

Annual Change Change in in Projected Projected Change in Benefit Pension Actuarial Assumption Assumption Obligation (a) Costs (a)

(Dollars In Thousands)

Discount rate 0.5% decrease $ 106,897 $ 8,970 0.5% increase (95,006) (8,086)

Compensation 0.5% decrease (21,448) (3,904) 0.5% increase 21,568 4,217 Rate of return on plan assets 0.5% decrease 4,212 0.5% increase (4,212)

(a) Increases or decreases due to changes in actuarial assumptions result primarily in changes to regulatory assets and liabilities.

The following table shows the impact of a 0.5% change in the discount rate and rate of return on plan assets and a 1%

change in the annual medical trend on our post-retirement benefit plans.

Annual Change in Change in Projected Projected Post-Change in Benefit retirement Actuarial Assumption Assumption Obligation (a) Costs (a)

(Dollars In Thousands)

Discount rate 0.5% decrease $ 8,170 $ 306 0.5% increase (7,649) (311)

Rate of return on plan assets 0.5% decrease 576 0.5% increase (576)

Annual medical trend 1.0% decrease 142 21 1.0% increase (133) (19)

(a) Increases or decreases due to changes in actuarial assumptions result primarily in changes to regulatory assets and liabilities.

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Revenue Recognition We record revenue at the time we deliver electricity to customers. We determine the amounts delivered to individual customers through systematic monthly readings of customer meters. At the end of each month, we estimate how much electricity we have delivered since the prior meter reading and record the corresponding unbilled revenue.

Our unbilled revenue estimate is affected by factors including fluctuations in energy demand, weather, line losses and changes in the composition of customer classes. We recorded estimated unbilled revenue of $76. 7 million as of December 31, 2017 and $7 4.4 million as of December 31, 2016.

Income Taxes We use the asset and liability method of accounting.for income taxes. Under this method, we recognize deferred income tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. We recognize future tax benefits to the extent that realization of such benefits is more likely than not. With the passage of the Tax Cuts and Jobs Act (TCJA) in December 2017, we were required to remeasure deferred income tax assets and liabilities at the lower 21 % corporate tax rate and defer the amount of excess deferred taxes previously collected from our customers to a regulatory liability, the majority of which will be amortized to income over a period generally corresponding to the life of our plant assets. We amortize deferred investment tax credits over the lives of the related properties as required by tax laws and regulatory practices. We recognize production tax credits in the year that electricity is generated to the extent that realization of such benefits is more likely than not.

We record deferred income tax assets to the extent capital losses, net operating losses or tax credits will be carried forward to future periods. However, when we believe based on available evidence that we do not, or will not, have sufficient future capital gains or taxable income in the appropriate taxing jurisdiction to realize the entire benefit during the applicable carryforward period, we record a valuation allowance against the deferred income tax asset.

The application of income tax law is complex. Laws and regulations in this area are voluminous and often ambiguous.

Accordingly, we must make judgments regarding income tax exposure. Interpretations of and guidance surrounding income tax laws and regulations change over time. As a result, changes in our judgments can materially affect amounts we recognize in our consolidated financial statements. We believe the accounting associated with the passage of the TCJA is complete and we have therefore not recorded any provisional amounts in our consolidated financial statements. See Note 11 of the Notes to Consolidated Financial Statements, "Taxes," for additional detail on our accounting for income taxes.

Asset Retirement Obligations We have recognized legal obligations associated with the disposal oflong-lived assets that result from the acquisition, construction, development or normal operation of such assets. Concurrent with the recognition of the liability, the estimated cost of the ARO is capitalized and depreciated over the remaining life of the asset. We estimate our AROs based on the fair value of the AROs we incurred at the time the related long-lived assets were either acquired, placed in service or when regulations establishing the obligation became effective. The recording of AROs for regulated operations has no income statement impact due to the deferral of the adjustments through the establishment of a regulatory asset or an offset to a regulatory liability.

We initially recorded AROs at fair value for the estimated cost to decommission Wolf Creek (our 4 7% share), retire our wind generating facilities, dispose of asbestos insulating material at our power plants, remediate ash disposal ponds, close ash landfills and dispose ofpolychlorinated biphenyl contaminated oil. ARO refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement may be conditional on a future event that may or may not be within tlie control of the entity. In determining our AROs, we make assumptions regarding probable future disposal costs. A change in these assumptions could have a significant impact on the AROs reflected on our consolidated balance sheets.

As of December 31, 2017 and 2016, we have recorded AROs of $405.1 million and $324.0 million, respectively. For additional information on our legal AROs, see Note 15 of the Notes to Consolidated Financial Statements, "Asset Retirement Obligations."

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Contingencies and Litigation We and our subsidiaries are involved in various legal, environmental and regulatory proceedings, and we have estimated the probable cost for the resolution of these proceedings. These estimates are based on an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible that our future consolidated financial results could be materially affected by changes in our assumptions. See Notes 4, 14 and 16 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulations," "Commitments and Contingencies" and "Legal Proceedings,"

respectively, for additional information.

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OPERATING RESULTS We evaluate operating results based on EPS. We have various classifications of revenues, defined as follows:

Retail: Sales of electricity to residential, commercial and industrial customers. Classification of customers as residential, commercial or industrial requires judgment and our classifications may be different from other companies. Assignment of tariffs is not dependent on classification. Other retail sales of electricity include lighting for public streets and highways, net of revenue subject to refund.

Wholesale: Sales of electricity to electric cooperatives, municipalities, other electric utilities and RTOs, the prices for which are either based on cost or prevailing market prices as prescribed by FERC authority. Revenues from these sales are either included in the retail energy cost adjustment or used in the determinations of base rates at the time of our next general rate review.

Transmission: Reflects transmission revenues, including those based on tariffs with the SPP.

Other: Miscellaneous electric revenues including ancillary service revenues and rent from electric property leased to others. This category also includes transactions umelated to the production of our generating assets and fees we earn for services that we provide for third parties.

Electric utility revenues are impacted by things such as rate regulation, fuel costs, technology, customer behavior, the economy and competitive forces. Changing weather also affects the amount of electricity our customers use as electricity sales are seasonal. As a summer peaking utility, the third quarter typically accounts for our greatest electricity sales. Hot summer temperatures and cold winter temperatures prompt more demand, especially among residential and commercial customers, and to a lesser extent, industrial customers. Mild weather reduces customer demand. Our wholesale revenues are impacted by, among other factors, demand, cost and availability of fuel and purchased power, price volatility, available generation capacity, transmission availability and weather.

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2017 Compared to 2016 Below we discuss our operating results for the year ended December 31, 2017, compared to the results for the year ended December 31, 2016. Significant changes in results of operations shown in the table immediately below are further explained in the descriptions that follow.

Year Ended December 31, 2017 2016 Change  % Change (Dollars In Thousands, Except Per Share Amounts)

REVENUES:

Residential .......................................................................................... $ 821,222 $ 838,998 $ (17,776) (2.1)

Commercial ........................................................................................ 729,743 741,066 (11,323) (1.5)

Industrial ............................................................................................. 423,620 413,298 10,322 2.5 Other retail.. ........................................................................................ (28,551) (15,013) (13,538) (90.2)

Total Retail Revenues ................................................................. 1,946,034 1,978,349 (32,315) (1.6)

Wholesale ........................................................................................... 312,942 304,871 8,071 2.6 Transmission....................................................................................... 279,446 253,713 25,733 10.1 Other ................................................................................................... 32,581 25,154 7,427 29.5 Total Revenues ........................................................................... 2,571,003 2,562,087 8,916 0.3 OPERATING EXPENSES:

Fuel and purchased power .................................................................. 541,535 509,496 32,039 6.3 SPP network transmission costs ......................................................... 247,882 232,763 15,119 6.5 Operating and maintenance ................................................................ 333,923 346,313 (12,390) (3.6)

Depreciation and amortization ........................................................... 371,747 338,519 33,228 9.8 Selling, general and administrative .................................................... 249,567 261,451 (11,884) (4.5)

Taxes other than income tax ............................................................... 167,630 191,662 (24,032) (12.5)

Total Operating Expenses ........................................................... 1,912,284 1,880,204 32,080 1.7 INCOME FROM OPERATIONS .............................................................. 658,719 681,883 (23,164) (3.4)

OTHER INCOME (EXPENSE):

Investment earnings ............................................................................ 10,693 9,013 1,680 18.6 Other income ...................................................................................... 8,351 34,582 (26,231) (75.9)

Other expense ..................................................................................... (19,055) (18,012) (1,043) (5.8)

Total Other (Expense) Income ................................................... (11) 25,583 (25,594) (I 00.0)

Interest expense .......................................................................................... 171,001 161,726 9,275 5.7 INCOME BEFORE INCOME TAXES ...................................................... 487,707 545,740 (58,033) (10.6)

Income tax expense .................................................................................... 151,155 184,540 (33,385) (18.1)

NET INCOME ........................................................................................... 336,552 361,200 (24,648) (6.8)

Less: Net income attributable to noncontrolling interests .......................... 12,632 14,623 (1,991) (13.6)

NET INCOME ATTRIBUTABLE TO WESTAR ENERGY, INC ............ $ 323,920 $ 346,577 $ (22,657) (6.5)

BASIC EARNINGS PER AVERA GE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $ 2.27 $ 2.43 $ (0.16) (6.6)

DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $ 2.27 $ 2.43 $ (0.16) (6.6) 37

Gross Margin Fuel and purchased power costs fluctuate with electricity sales and unit costs. As permitted by regulators, we adjust our retail prices to reflect changes in the costs of fuel and purchased power. Fuel and purchased power costs for wholesale customers are recovered at prevailing market prices or based on a predetermined formula with a price adjustment approved by FERC. As a result, changes in fuel and purchased power costs are offset in revenues with minimal impact on net income. In addition, SPP network transmission costs fluctuate due primarily to investments by us and other members of the SPP for upgrades to the transmission grid within the SPP RTO. As with fuel and purchased power costs, changes in SPP network transmission costs are mostly reflected in the prices we charge customers with minimal impact on net income. For these reasons, we believe gross margin is useful for understanding and analyzing changes in our operating performance from one period to the next. We calculate gross margin, a non-GAAP measure, as total revenues, including transmission revenues, less the sum of fuel and purchased power costs and amounts billed by the SPP for network transmission costs. Accordingly, gross margin reflects transmission revenues and costs on a net basis. The following table summarizes our gross margin for the years ended December 31, 2017 and 2016.

Year Ended December 31, 2017 2016 Change  % Change (Dollars In Thousands)

Revenues ............................................ ."................. $ 2,571,003 $ 2,562,087 $ 8,916 0.3 Less: Fuel and purchased power expense ........... . 541,535 509,496 32,039 6.3 SPP network transmission costs ................ . 247,882 232,763 15,119 6.5 Gross Margin....................................................... $

- - 1,781,586

$ 1,819,828 $ (38,242) (2.1)

==

The following table reflects changes in electricity sales for the years ended December 31, 2017 and 2016. No electricity sales are shown for transmission or other as they are not directly related to the amount of electricity we sell.

Year Ended December 31, 2017 2016 Change  % Change (Thousands ofMWh)

ELECTRICITY SALES:

Residential.................................................... 6,163 6,434 (271) (4.2)

Commercial.................................................. 7,368 7,544 (176) (2.3)

Industrial....................................................... 5,689 5,499 190 3.5 Other retail.................................................... 73 77 (4) (5.2)

Total Retail............................................

19,293 19,554 (261) (1.3)

Wholesale..................................................... 10,346 8,299 2,047 24.7 Total. ......... ,............................................

29,639 1,786 6.4 27,853 Gross margin decreased due primarily to lower retail sales. The lower retail sales were attributable primarily to more mild weather, which particularly impacts residential and commercial customers. There were approximately 13% fewer cooling degree days compared to 2016. Partially offsetting the impact ofless favorable weather in 2017 was improved sales to industrial customers due partially to a few of our larger, lower margin chemical and oil customers who experienced improved global demand for their products as well as improved sales to the construction segment.

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Income from operations, which is calculated and presented in accordance with GAAP in our consolidated statements of income, is the most directly comparable measure to our presentation of gross margin. Our presentation of gross margin should not be considered in isolation or as a substitute for income from operations. Additionally, our presentation of gross margin may not be comparable to similarly titled measures reported by other companies. The following table reconciles income from operations with gross margin for the years ended December 31, 201 7 and 2016.

Year Ended December 31, 2017 2016 Change  % Change (Dollars In Thousands)

Income from operations*................................................. $ 658,719 $ 681,883 $ (23,164) (3.4)

Plus: Operating and maintenance expense ................... 333,923 346,313 (12,390) (3.6)

Depreciation and amortization expense .............. 371,747 338,519 33,228 9.8 Selling, general and administrative expense ....... 249,567 261,451 (11,884) (4.5)

Taxes other than income tax ............................... 167,630 191,662 (24,032) (12.5)

Gross Margin ................................................................. $ 1,781,586 $ 1,819,828 $ (38,242) (2.1)

Operating Expenses and Other Income and Expense Items Year Ended December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Operating and maintenance expense ................... $ 333,923 $ 346,313 $ (12,390) (3.6)

Operating and maintenance expense decreased due primarily to:

lower transmission and distribution operating and maintenance costs of $8.6 million, due in part to higher grid resiliency costs in 2016 and receiving credit for assisting other utilities with mutual aid during an active hurricane season, which offset our operating and maintenance costs; and

  • a $5.8 million decrease in nuclear operating and maintenance costs due primarily to receiving a legal settlement for Wolf Creek; and
  • lower operating and maintenance costs at our coal fired plants of $4.9 million, due primarily to a planned outage at JEC in 2016; however; partially offsetting these decreases was an $8.8 million increase in operating and maintenance costs due to the start of operation of our Western Plains Wind Farm in March 2017.

Year Ended December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Depreciation and amortization expense............... $ 371,747 $ 338,519 $ 33,228 9.8 Depreciation and amortization expense increased due primarily to the start of Western Plains Wind Farm in March 2017.

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Year Ended December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Selling, general and administrative expense ... .. .. $ 249,567 $ 261,451 $ (11,884) (4.5)

Selling, general and administrative expense decreased due primarily to:

  • our having recorded $7.1 million less for employee compensation that is at-risk to employees and payable only upon meeting pre-established operating and financial objectives; and
  • a decrease in the allowance for uncollectible accounts of$1.4 million; and
  • a decrease of $1.2 million in meter reading expenses due primarily to implementing the use of smart meters.

Year Ended December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Taxes other than income tax................................ $ 167,630 $ 191,662 $ (24,032) (12.5)

Taxes other than income tax decreased due primarily to a $24.2 million decrease in property tax expense. This decrease was due to a decrease in amortization of the regulatory asset comprised of actual costs incurred for property taxes in the prior year in excess of amounts collected in our prices in the prior year. This decrease is mostly offset in retail revenues.

Year Ended December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Other income ..... .. ...... .. .. ....... .. .. .. .. .. .. ....... ...... ...... $ 8,351 $ 34,582 $ (26,231) (75.9)

Other income decreased due to our having recorded $19.5 million less in COLI benefits and a decrease in equity AFUDC of$9.6 million. Partially offsetting these decreases was an increase of$3.5 million related to the deconsolidation of the trust holding our 8% interest in JEC.

Year Ended December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Interest expense ........... ........................................ $ 171,001 $ 161,726 $ 9,275 5.7 Interest expense increased due primarily to an increase in interest expense on long-term debt of $4.9 million as a result of the issuance of first mortgage bonds (FMBs) in excess ofretirements and a $4.4 million decrease in debtAFUDC.

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Year Ended December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Income tax expense ... ... .. ... ... .... ........ ... ................ $ 151,155 $ 184,540 $ (33,385) (18.1)

Income tax expense decreased due primarily to:

an increase of $24.0 million in production tax credits, largely from placing the Western Plains Wind Farm in service; and a reduction in income tax expense of $22.9 million from lower income before income taxes; however,

  • partially offsetting these decreases was an increase of approximately $12.2 million in income tax due to expensing excess net deferred income tax assets associated with the TCJA.

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2016 Compared to 2015 Below we discuss our operating results for the year ended December 31, 2016, compared to the results for the year ended December 31, 2015. Significant changes in results of operations shown in the table immediately below are further explained in the descriptions that follow.

Year Ended December 31, 2016 2015 Change  % Change (Dollars In Thousands, Except Per Share Amounts)

REVENUES:

Residential .......................................................................................... $ 838,998 $ 768,618 $ 70,380 9.2 C01nmercial ......................................................................................... 741,066 712,400 28,666 4.0 Industrial ............................................................................................. 413,298 400,687 12,611 3.1 Other retail .......................................................................................... (15,013) (17,155) 2,142 12.5 Total Retail Revenues ................................................................. 1,978,349 1,864,550 113,799 6.1 Wholesale ............................................................................................ 304,871 318,371 (13,500) (4.2)

Transmission ....................................................................................... 253,713 241,835 11,878 4.9 Other ................................................................................................... 25,154 34,408 (9,254) (26.9)

Total Revenues ............................................................................ 2,562,087 2,459,164 102,923 4.2 OPERATING EXPENSES:

Fuel and purchased power .................................................................. 509,496 561,065 (51,569) (9.2)

SPP network transmission costs.......................................................... 232,763 229,043 3,720 1.6 Operating and maintenance ................................................................ 346,313 330,289 16,024 4.9 Depreciation and amortization ............................................................ 338,519 310,591 27,928 9.0 Selling, general and administrative ..................................................... 261,451 250,278 11,173 4.5 Taxes other than income tax ............................................................... 191,662 156,901 34,761 22.2 Total Operating Expenses ........................................................... 1,880,204 1,838,167 42,037 2.3 INCOME FROM OPERATIONS ............................................................... 681,883 620,997 60,886 9.8 OTHER INCOME (EXPENSE):

Investment earnings ............................................................................ 9,013 7,799 1,214 15.6 Other income ....................................................................................... 34,582 19,438 15,144 77.9 Other expense ..................................................................................... (18,012) (17,636) (376) (2.1)

Total Other Income ..................................................................... 25,583 9,601 15,982 166.5 Interest expense ........................................................................................... 161,726 176,802 (15,076) (8.5)

INCOME BEFORE INCOME TAXES ...................................................... 545,740 453,796 91,944 20.3 Income tax expense ..................................................................................... 184,540 152,000 32,540 21.4 NET INCOME ............................................................................................ 361,200 301,796 59,404 19.7 Less: Net income attributable to noncontrolling interests .......................... 14,623 9,867 4,756 48.2 NET INCOME ATTRIBUTABLE TO WESTAR ENERGY. INC ............. $ 346,577 $ 291,929 $ 54,648 18.7 BASIC EARNINGS PER AVERA GE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $ 2.43 $ 2.11 $ 0.32 15.2 DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY, INC. $ 2.43 $ 2.09 $ 0.34 16.3 Rate Review Agreement In September 2015, the KCC issued an order in our state general rate review allowing us to adjust our prices to include, among other things, additional investment in La Cygne environmental upgrades and investment to extend the life of Wolf Creek. The new prices were effective late October 2015 and are expected to increase our annual retail revenues by approximately $78.3 million.

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Gross Margin The following table summarizes our gross margin for the years ended December 31, 2016 and 2015.

Year Ended December 31, 2016 2015 Change  % Change (Dollars In Thousands)

Revenues .............................................................. $ 2,562,087 $ 2,459,164 $ 102,923 4.2 Less: Fuel and purchased power expense ........... . 509,496 561,065 (51,569) (9.2)

SPP network transmission costs ................ . 232,763 229,043 3,720 1.6 Gross Margin....................................................... $ 1,819,828 $ 1,669,056 $ 150,772 9.0

==

The following table reflects changes in electricity sales for the years ended December 31, 2016 and 2015. No electricity sales are shown for transmission or other as they are not directly related to the amount of electricity we sell.

Year Ended December 31, 2016 2015 Change  % Change (Thousands ofMWh)

ELECTRICITY SALES:

Residential.................................................... 6,434 6,364 70 1.1 Commercial .. .. ......... ....... ........... .......... .. ....... 7,544 7,500 44 0.6 Industrial....................................................... 5,499 5,502 (3) (0.1)

Other retail.................................................... 77 84 (7) (8.3)

Total Retail............................................

19,554 19,450 104 0.5 Wholesale..................................................... 8,299 8,492 (193) (2.3)

Total.......................................................

27,853 27,942 (89) (0.3)

Gross margin increased due primarily to higher retail prices, which increased approximately 6%. Gross margin also increased slightly due to weather that was modestly favorable relative to 2015. During 2016, there were approximately 10%

more cooling degree days compared to 2015.

Income from operations, which is calculated and presented in accordance with GAAP in our consolidated statements of income, is the most directly comparable measure to our presentation of gross margin. Our presentation of gross margin should not be considered in isolation or as a substitute for income from operations. Additionally, our presentation of gross margin may not be comparable to similarly titled measures reported by other companies. The following table reconciles income from operations with gross margin for the years ended December 31, 2016 and 2015.

Year Ended December 31, 2016 2015 Change  % Change (Dollars In Thousands)

Income from operations ................................................. $ 681,883 $ 620,997 $ 60,886 9.8 Plus: Operating and maintenance expense ................... 346,313 330,289 16,024 4.9 Depreciation and amortization expense .............. 338,519 310,591 27,928 9.0 Selling, general and administrative expense ....... 261,451 250,278 11,173 4.5 Taxes other than income tax ............................... 191,662 156,901 34,761 22.2 Gross margin .................................................................. $ 1,819,828 $ 1,669,056 $ 150,772 9.0 43

Operating Expenses and Other Income and Expense Items Year Ended December 31, 2016 2015 Change  % Change (Dollars in Thousands)

Operating and maintenance expense ...... ....... ...... $ 346,313 $ 330,289 $ 16,024 4.9 Operating and maintenance expense increased due principally to:

higher operating and maintenance costs at our coal fired plants of$14.l million, due primarily to scheduled outages;

  • higher transmission and distribution operating and maintenance costs of $4.3 million due partially to improving long-term reliability; and
  • higher decommissioning costs of $3.0 million for Wolf Creek, which is offset in retail revenues; however, partially offsetting these increases was a $9.8 million decrease in operating and maintenance costs related to our having retired three generating units in late 2015.

Year Ended December 31, 2016 2015 Change  % Change (Dollars in Thousands)

Depreciation and amortization expense............... $ 338,519 $ 310,591 $ 27,928 9.0 Depreciation and amortization expense increased due primarily to air quality control additions at La Cygne.

Year Ended December 31, 2016 2015 Change  % Change (Dollars in Thousands)

Selling, general and administrative expense ....... $ 261,451 $ 250,278 $ 11,173 4.5 Selling, general and administrative expense increased due primarily to:

incurring $10.2 million of merger-related expenses in 2016; an increase in the allowance for uncollectible accounts of $3.5 million; and an increase of $2. 7 million in outside services related principally to technology services; however, partially offsetting these increases was lower employee benefit costs of$7.6 million due primarily to reduced post-retirement medical costs.

Year Ended December 31, 2016 2015 Change  % Change (Dollars in Thousands)

Taxes other than income tax .. .. .... .. .. .. .. .. .. .. .. .. .. .. .. $ 191,662 $ 156,901 $ 34,761 22.2 Taxes other than income tax increased due primarily to a $3 6.1 million increase in property tax expense, which is mostly offset in retail revenues.

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Year Ended December 31, 2016 2015 Change  % Change (Dollars in Thousands)

Other income ....................................................... $ 34,582 $ 19,438 $ 15,144 77.9 Other income increased due primarily to an increase in equity AFUDC of $9.6 million and our having recorded

$7.2 million more in COLI benefits.

Year Ended December 31, 2016 2015 Change  % Change (Dollars in Thousands)

Interest expense ........... .................... .................... $ 161,726 $ 176,802 $ (15,076) (8.5)

Interest expense decreased due primarily to a $6.5 million increase in debtAFUDC, a $5.7 million decrease in interest on long-term debt ofVIEs due to refinancing long-term debt of the La Cygne VIE and a $4.8 million decrease in interest expense on long-term debt due to refinancing long-term debt at lower rates.

Year Ended December 31, 2016 2015 Change  % Change (Dollars in Thousands)

Income tax expense ............................................. $ 184,540 $ 152,000 $ 32,540 21.4*

Income tax expense increased due principally to higher income before income taxes.

Financial Condition A number of factors affected amounts recorded on our balance sheet as of December 31, 2017, compared to December 31, 2016.

As of December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Property, plant and equipment, net.. .................... $ 9,553,755 $ 9,248,359 $ 305,396 3.3 Property, plant and equipment, net of accumulated depreciation, increased due primarily to the construction of Western Plains Wind Farm and plant additions for capital improvements to improve long-term reliability.

As of December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Property, plant and equipment of variable interest entities, net............................................ $ 176,279 $ 257,904 $ (81,625) (31.6)

Property, plant and equipment of variable interest entities, net of accumulated depreciation, decreased $72.9 million related primarily to the deconsolidation of the trust holding our 8% interest in JEC.

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As of December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Regulatory assets ................................................. $ 784,899 $ 879,862 $ (94,963) (10.8)

Regulatory liabilities........................................... 1,105,576 239,453 866,123 361.7, Net regulatory (liabilities) assets .................... $

(320,677) $ 640,409 $ (961,086) (150.1)

==

Total regulatory assets decreased due primarily to the following items:

  • a $124.0 million decrease in amounts due from customers for future income taxes due primarily to changes in deferred income taxes caused by TCJA;
  • a $13 .3 million decrease in amounts deferred for Wolf Creek refueling and maintenance outages; and a $11. 7 million decrease in amounts to be collected from our customers for the deferred cost of fuel and purchased power; however, partially offsetting these decreases was spending $30.8 million more than collected for the cost to remove retired plant assets; a $23.0 million increase in our umecovered investment in analog meters; and a $12.8 million increase in deferred employee benefit costs.

Total regulatory liabilities increased due primarily to the following items:

a $845.2 million increase in amounts due to customers for future income taxes due primarily to changes in deferred income taxes caused by TCJA;

  • a $37.0 million increase in the fair value of the NDT; and
  • a $11.2 million increase in amounts recognized in setting our prices in excess of actual pension and post-retirement expense; however, partially offsetting these increases was $15.5 million for accretion and depreciation related to the Wolf Creek ARO; and our spending $5.7 million more than collected for the cost to remove retired plant assets.

See Note 11 of the Consolidated Financial Statements, "Taxes," for additional information on the TCJA.

As ofDecember 31, 2017 2016 Change  % Change (Dollars in Thousands)

Short-term debt.. .................................................. $ 275,700 $ 366,700 $ (91,000) (24.8)

Short-term debt decreased due primarily to Westar Energy issuing $300.0 million in principal amount ofFMBs, the proceeds for which were used to repay a portion of commercial paper borrowings, and retiring $125.0 million in principal amount ofFMBs. See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for additional information.

As ofDecember 31, 2017 2016 Change  % Change (Dollars in Thousands)

Current maturities of long-term debL................. $ $ 125,000 $ (125,000) (100.0)

Long-term debt, net............................................. 3,687,555 3,388,670 298,885 8.8 Total long-term debt....................................... $ 3,687,555 $ 3,513,670 $ 173,885 4.9

==

Total long-term debt increased due primarily to Westar Energy issuing $300.0 million in principal amount ofFMBs and retiring $125.0 million in principal amounts ofFMBs. See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for additional information.

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As ofDecember 31, 2017 2016 Change  % Change (Dollars in Thousands)

Current maturities oflong-term debt of variable interest entities ............ ... .................... ................ $ 28,534 $ 26,842 $ 1,692 6.3 Long-term debt of variable interest entities ........ . 81,433 111,209 (29,776) (26.8)

Total long-term debt of variable interest entities ........................................................... $ 109,967 $ 138,051 $ (28,084) (20.3)

==

Total long-term debt of variable interest entities decreased due primarily to the VIE that holds the La Cygne leasehold interests having made principal payments totaling $26.8 million. See Note 18 of the Notes to Consolidated Financial Statements, "Variable Interest Entities," for additional information.

As of December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Deferred income tax liabilities ............................ *$ 815,743 $ 1,752,776 $ (937,033) (53.5)

Deferred income tax liabilities decreased primarily due to adjusting deferred taxes to reflect the new federal corporate income tax rate of21 % as prescribed in the TCJA.

As of December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Accrued employee benefits ... .. . .. .... .. ....... ............ $ 541,364 $ 512,412 $ 28,952 5.7 Accrued employee benefits increased due primarily to higher pension and post-retirement benefit obligations as a result of a decrease in the discount rates used to calculate our and Wolf Creek's pension benefit obligations.

As of December 31, 2017 2016 Change  % Change (Dollars in Thousands)

Asset retirement obligations................................ $ 379,989 $ 323,951 $ 56,038 17.3 AROs increased due primarily to revisions for asbestos and nuclear decommissioning of $28.8 million and

$19.4 million, respectively, and a new obligation estimated at $13.5 million related to Western Plains Wind Farm. See Note 14 of the Notes to Consolidated Financial Statements, "Commitments and Contingencies," and Note 15 of the Notes to Consolidated Financial Statements, "Asset Retirement Obligations," for additional information.

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LIQUIDITY AND CAPITAL RESOURCES Overview Available sources of funds to operate our business include internally generated cash, short-term borrowings under Westar Energy's commercial paper program and revolving credit facilities and access to capital markets. We expect to meet our day-to-day cash requirements including, among other items, fuel and purchased power, dividends, interest payments, income taxes, payroll and pension contributions, using primarily internally generated cash and short-term borrowings. To meet the cash requirements for our capital investments, we expect to use internally generated cash, short-term borrowings and proceeds from the issuance of debt and equity securities in the capital markets. When such balances are of sufficient size and it makes economic sense to do so, we also use proceeds from the issuance of long-term debt and equity securities to repay short-term borrowings, which are principally related to investments in capital equipment and the redemption of bonds and for working capital and general corporate purposes. In 2018, we expect to continue our capital spending program and plan to contribute to our pension trust. We continue to believe that we will have the ability to pay dividends. Although the agreement and plan of merger with Great Plains Energy contains customary restrictions on our ability to raise capital and pay dividends, we do not believe these restrictions will materially adversely impact our liquidity or ability to pay dividends in 2018. Uncertainties affecting our ability to meet cash requirements include, among others, factors affecting revenues described in "Item IA. Risk Factors" and "-Operating Results" above, economic conditions, regulatory actions, compliance with environmental regulations and conditions in the capital markets. For additional information on our future cash requirements, see "-Future Cash Requirements" below.

Impact of TCJA The passage of the TCJA in December 2017 will reduce our internally generated cash flows and may adversely impact the manner in which our credit rating is evaluated. Specifically, we expect a degradation in our funds from operations to debt ratio of approximately 100 to 200 basis points.

Capital Structure As of December 31, 2017 and 2016, our capital structure, excluding short-term debt, was as follows:

As ofDecember 31, 2017 2016 Common equity .............................. . 51% 51%

Noncontrolling interests ................. . <0% <1%

Long-term debt, including VIEs ..... . 49% 49%

Short-Term Borrowings Westar Energy maintains a commercial paper program pursuant to which it may issue commercial paper up to a maximum aggregate amount outstanding at any one time of$1.0 billion. This program is supported by and cannot exceed the capacity under Westar Energy's revolving credit facilities. Maturities of commercial paper issuances may not exceed 365 days from the date of issuance and proceeds from such issuances will be used to temporarily fund capital expenditures, to redeem debt on an interim basis, for working capital and/or for other general corporate purposes. As of February 14, 2018, Westar Energy had $285.3 million of commercial paper issued and outstanding.

Westar Energy has two revolving credit facilities in the amounts of$730.0 million and $270.0 million. The

$730.0 million facility will expire in September 2019, $20.7 million of which expired in September 2017. In December 2017, Westar Energy extended the term of the $270.0 million facility by one year to terminate in February 2019. As long as there is no default under the facility, the $730.0 million facility may be extended an additional year and the aggregate amount of borrowings under the $730.0 million and $270.0 million facilities may be increased to $1.0 billion and $400.0 million, respectively, subject to lender participation. All borrowings under the facilities are secured by KGE first mortgage bonds.

Total combined borrowings under the revolving credit facilities and the commercial paper program may not exceed $1.0 billion at any given time. As of February 14, 2018, no amounts were borrowed and $11.6 million of letters of credit had been issued under the $730.0 million facility. No amounts were borrowed and no letters of credit were issued under the $270.0 million facility as of the same date.

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A default by Westar Energy or KGE under other indebtedness totaling more than $25.0 million would be a default under both revolving credit facilities. Westar Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio of 65% or less at all times. At December 31, 2017, our ratio was 51 %. See Note 9 of the Notes to Consolidated Financial Statements, "Short-Term Debt," for additional information regarding our short-term borrowings.

Long-Term Debt Financing As of December 31, 2017, we had $121.9 million of variable rate, tax-exempt bonds outstanding. While the interest rates for these bonds have been low, we continue to monitor the credit markets and evaluate our options with respect to these bonds.

In March 2017, Westar Energy issued $300.0 million in principal amount ofFMBs bearing a stated interest at 3.10%

maturing April 2027.

In January 2017, Westar Energy retired $125.0 million in principal amount ofFMBs bearing a stated interest at 5.15%

maturing January 2017.

The Westar Energy and KGE mortgages each contain provisions restricting the amount ofFMBs that can be issued by each entity. We must comply with such restrictions prior to the issuance of additional FMBs or other secured indebtedness.

Under the Westar Energy mortgage, the issuance of bonds is subject to limitations based on the amount ofbondable property additions. In addition, so long as any bonds issued prior to January 1, 1997, remain outstanding, the mortgage prohibits additional FMBs from being issued, except in connection with certain refimdings, unless Westar Energy's unconsolidated net earnings available for interest, depreciation and property retirement (which as defined, does not include earnings or losses attributable to the ownership of securities of subsidiaries), for a period of 12 consecutive months within 15 months preceding the issuance, are not less than the greater of twice the annual interest charges on or 10% of the principal amount of all FMBs outstanding after giving effect to the proposed issuance. As of December 31, 2017, approximately $929. 7 million principal amount of additional FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refundings.

Under the KGE mortgage, the amount ofFMBs authorized is limited to a maximum of$3.5 billion and the issuance of bonds is subject to limitations based on the amount ofbondable property additions. In addition, the mortgage prohibits additional FMBs from being issued, except in connection with certain refundings, unless KGE's net earnings before income taxes and before provision for retirement and depreciation of property for a period of 12 consecutive months within 15 months preceding the issuance are not less than either two and one-halftimes the annual interest charges on or 10% of the principal amount of all KGE FMBs outstanding after giving effect to the proposed issuance. As of December 31, 2017, approximately

$1.5 billion principal amount of additional KGE FMBs could be issued under the most restrictive provisions in the mortgage, except in connection with certain refimdings.

Some of our debt instruments contain restrictions that require us to maintain leverage ratios as defined in the credit agreements. We calculate these ratios in accordance wtth the agreements and they are used to determine compliance with our various debt covenants. We were in compliance with these covenants as of December 31, 2017.

Impact of Credit Ratings on Debt Financing Moody's Investors Service (Moody's) and Standard & Poor's Ratings Services (S&P) are independent credit-rating agencies that rate our debt securities. These ratings indicate each agency's assessment of our ability to pay interest and principal when due on our securities.

In general, more favorable credit ratings increase borrowing opportunities and reduce the cost of borrowing. Under Westar Energy's revolving credit facilities and commercial paper program, our cost of borrowings is determined in part by credit ratings. However, Westar Energy's ability to borrow under the credit facilities and commercial paper program are not conditioned on maintaining a particular credit rating. We may enter into new credit agreements that contain credit rating conditions, which could affect our liquidity and/or our borrowing costs.

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Factors that impact our credit ratings include a combination of objective and subjective criteria. Objective criteria include typical financial ratios, such as funds from operations to total debt and operating cash flow to debt, among others, future capital expenditures and our access to liquidity including committed lines of credit. Subjective criteria include such items as the quality and credibility of management, the political and regulatory environment we operate in and an assessment of our governance and risk management practices.

As ofFebruary 14, 2018, our ratings with the agencies are as shown in the table below.

Westar Energy KGE First First Westar Mortgage Mortgage Energy Bond Bond Commercial Rating Rating Rating Paper Outlook Moody's A2 A2 P-2 Stable S&P (a) A A A-2 Positive (a) In July 2017, following the public announcement of the amended and restated agreement and plan of merger with Great Plains Energy, S&P revised its outlook for Westar Energy and KGE to positive from negative, pending the outcome of the merger.

Common Stock Westar Energy's Restated Articles of Incorporation, as amended, provide for 275.0 million authorized shares of common stock. As of December 31, 2017, Westar Energy had 142.1 million shares issued and outstanding.

Summary of Cash Flows Year Ended December 31, 2017 2016 2015 (In Thousands)

Cash flows from (used in):

Operating activities............................................................. $ 912,438 $ 822,420 $ 715,850 Investing activities ............................................................. . (780,434) (1,012,760) (649,704)

Financing activities ............................................................ . (131,638) 190,175 (67,471)

Net increase (decrease) in cash and cash equivalents.... $ 366

$ (165) $ (1,325)

====

Cash Flows from Operating Activities Cash flows from operating activities increased $90.0 million in 2017 compared to 2016 due principally to our having received $43.9 million more for wholesale power sales and transmission services, paid $26.3 million less for coal and natural gas, received a $13.0 million refund for income taxes in 2017, compared to having paid $13.0 million in 2016, and received

$13.6 million more from retail customers. Partially offsetting these increases was our having received $20.2 million less in COLI death proceeds, paid $16.4 million more for purchase power and transmission services and paid $12.0 million more for interest.

Cash flows from operating activities increased $106.6 million in 2016 compared to 2015 due principally to our having paid $92.8 million less for coal and natural gas and $27.0 million less for interest, while having received $91.2 million more from retail customers. Partially offsetting these increases was our having received $32. 7 million less for wholesale power sales and transmission services, while having paid $20.2 million more for purchase power and transmission services and

$13.5 million more in income tax payments.

Cash Flows used in Investing Activities Cash flows used in investing activities decreased $232.3 million in 2017 compared to 2016 due primarily to our having invested $322.3 million less in additions to property, plant and equipment primarily related to the construction of Western Plains Wind Farm partially offset by our having received $91.3 million less from our investment in COLL 50

Cash flows used in investing activities increased $363.1 million in 2016 compared to 2015 due primarily to our having invested $386.7 million more in additions to property, plant and equipment primarily related to the construction of Western Plains Wind Farm. Partially offsetting this increase was our having received $25.9 million more from our investment in COLL Cash Flows from (used in) Financing Activities Cash flows from financing activities decreased $321.8 million in 2017 compared to 2016. The decrease was due principally to our having issued $207.5 million less in commercial paper, issued $162.0 million less in long-term debt ofVIEs, issued $100.1 million less in long-term debt, redeemed $75.0 million more in long-term debt and paid $18.8 million more in dividends. Partially offsetting these decreases was our having redeemed $163.5 million less in long-term debt ofVIEs and repaid $88.3 million less for borrowings against the cash surrender value of COLL Cash flows from financing activities increased $257.6 million in 2016 compared to 2015. The increase was due principally to our having redeemed $585.9 million less in long-term debt, issued $162.0 million more in long-term debt ofVIEs and issued $123.5 million more in commercial paper. Partially offsetting these increases was our having issued $255.6 million less in common stock, redeemed $162.4 million more in long-term debt ofVIEs, issued $147.6 million less in long-term debt, repaid $24. 7 million more for borrowings against the cash surrender value of COLI and paid $18.2 million more in dividends.

Future Cash Requirements Our business requires significant capital investments. Through 2020, we expect to need cash primarily for utility construction programs designed to improve and expand facilities related to providing electric service, which include, but are not limited to, expenditures to develop new transmission lines and other improvements to our power plants, transmission and distribution lines and equipment. We expect to meet these cash needs with internally generated cash, short-term borrowings and the issuance of securities in the capital markets.

Capital expenditures for 2017 and anticipated capital expenditures, including costs of removal, for 2018 through 2020 are shown in the following table.

Actual Projected 2017 2018 2019 2020 (In Thousands)

Generation:

Replacements and other ................................... $ 151,886 $ 186,500 $ 166,800 $ 162,000 Environmental .................................................. 22,279 *22,400 5,100 7,400 Wind development. ........................................... 39,289 5,900 9,300 6,000 Nuclear fuel ............................................................. 41,649 21,400 26,300 44,700 Transmission ............................................................ 240,396 245,300 254,900 247,200 Distribution .............................................................. 208,478 195,500 190,100 186,400 Other ........................................................................ 60,668 83,000 104,500 96,300 Total capital expenditures ................................. $ 764,645 $ 760,000 $ 757,000 $ 750,000 We prepare these estimates for planning purposes and revise them from time to time. Actual expenditures will differ, perhaps materially, from our estimates due to changes following the closing of the proposed merger with Great Plains Energy, changing regulatory requirements, changing costs, delays or advances in engineering, construction or permitting, changes in the availability and cost of capital and other factors discussed in "Item IA. Risk Factors." We and our generating plant co-owners periodically evaluate these estimates and this may result in material changes in actual costs.

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We will also need significant amounts of cash in the future to meet our long-term debt obligations. The principal amounts of our long-term debt maturities as of December 31, 2017, are as follows.

Long-term Year Long-term debt debt ofVIEs (In Thousands) 2018 ***************************** $ $ 28,534 2019 ............................ . 300,000 30,337 2020 ............................ . 250,000 32,254 2021 ............................ . 18,842 2022 ............................ .

Thereafter ................... . 3,176,940 Total maturities..... $ 3,726,940 $ 109,967

==

Pension Obligation The amount we contribute to our pension plan for future periods is not yet known, however, in general we expect to fund our pension plan each year at least to a level equal to current year pension expense. We must also meet minimum funding requirements under the Employee Retirement Income Security Act, as amended by the Pension Protection Act. We may contribute additional amounts from time to time as deemed appropriate.

We contributed $24:3 million to our pension trust in 2017 and $20.2 million in 2016. We expect to contribute approximately $32.4 million in 2018. In 2017 and 2016, we also funded $12.0 million and $14.8 million, respectively, of Wolf Creek's pension plan contributions. In 2018, we plan to contribute $8.9 million to fund Wolf Creek's pension plan contributions. See Notes 12 and 13 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans" and "Wolf Creek Employee Benefit Plans," for additional discussion of Westar Energy and Wolf Creek benefit plans, respectively.

OFF-BALANCE SHEET ARRANGEMENTS We have off-balance sheet arrangements in the form of operating leases and letters of credit entered into in the ordinary course of business. We did not have any additional off-balance sheet arrangements as of December 31, 2017.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS In the course of our business activities, we enter into a variety of contracts and commercial commitments. Some of these result in direct obligations reflected on our consolidated balance sheets while others are commitments, some firm and some based on uncertainties, not reflected in our underlying consolidated financial statements.

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Contractual Cash Obligations The following table summarizes the projected future cash payments for our contractual obligations existing as of December 31, 2017.

Total 2018 2019 - 2020 2021 - 2022 Thereafter (In Thousands)

Long-term debt (a) ............................................. $ 3,726,940 '$ $ 550,000 $ $ 3,176,940 Long-term debt ofVIEs (a) ................................ 109,967 28,534 62,591 18,842 Interest on long-term debt (b) ............................ 2,690,450 159,357 288,564 253,014 1,989,515 Interest on long-term debt ofVIEs .................... 4,948 2,295 2,427 226 Long-term debt, including interest ............. 6,532,305 190,186 903,582 272,082 5,166,455 Pension and post-retirement benefit expected contributions (c) .......................................... 41,900 41,900 Capital leases (d) ................................................ 76,104 6,433 11,069 8,791 49,811 Operating leases (e) ............................................ 58,659 18,132 22,674 11,953 5,900 Fossil fuel (f) ...................................................... 582,249 172,043 353,600 18,180 38,426 Nuclear fuel (g) .................................................. 199,813 4,207 72,503 42,427 80,676 Unconditional purchase obligations ................... 283,345 257,544 22,629 3,172 Total contractual obligations (h) ................. $ 7,774,375 $ 690,445 $ 1,386,057 $ 356,605 $ 5,341,268 (a) See Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt," for individual maturities.

(b) We calculate interest on our variable rate debt based on the effective interest rates as of December 31, 2017.

(c) Our contribution amounts for future periods are not yet known. See Notes 12 and 13 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans" and "Wolf Creek Employee Benefit Plans," for additional information regarding pension and post-retirement benefits.

(d) Includes principal and interest on capital leases.

(e) Includes leases for operating facilities, operating equipment, office space, office equipment, vehicles and rail cars as well as other miscellaneous commitments.

(f) Coal and natural gas commodity and transportation contracts.

(g) Uranium concentrates, conversion, enrichment and fabrication.

(h) We have $1.8 million of unrecognized income tax benefits that are not included in this table because we cannot reasonably estimate the timing of the cash payments to taxing authorities assuming those unrecognized income tax benefits are settled at the amounts accrued as of December 31, 2017.

OTHER INFORMATION Changes in Prices See Note 4 of the Notes to Consolidated Financial Statements, "Rate Matters and Regulation," for information on our prices.

Wolf Creek Outage Wolf Creek normally operates on an 18-month planned refueling and maintenance outage schedule. As authorized by our regulators, incremental maintenance costs of planned refueling and maintenance outages are deferred and amortized ratably over the period between planned refueling and maintenance outages. In the fall of 2016, Wolf Creek underwent a planned refueling and maintenance outage. Our share of the outage costs was approximately $24.2 million. In early 2018, Wolf Creek is scheduled to undergo a planned maintenance outage. We expect our share of the outage to be approximately $21.8 million.

53

Stock-Based Compensation We use two types ofrestricted share units (RSUs) for our stock-based compensation awards; those with service requirements and those with performance measures. See Note 12 of the Notes to Consolidated Financial Statements, "Employee Benefit Plans," for additional information. Total unrecognized compensation cost related to RSU awards with only service requirements was $4.7 million as of December 31, 2017, and, absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.7 years. Total unrecognized compensation cost related to RSU awards with performance measures was $3 .6 million as of December 31, 2017, and, absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.6 years. Upon consummation of the merger, all unrecognized compensation costs for outstanding RSU awards will be expensed on our income statement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our fuel procurement and energy marketing activities involve primary market risk exposures, including commodity price risk, credit risk and interest rate risk. Commodity price risk is the potential adverse price impact related to the purchase or sale of electricity and energy-related products. Credit risk is the potential adverse financial impact resulting from non-performance by a counterparty of its contractual obligations. Interest rate risk is the potential adverse financial impact related to changes in interest rates. In addition, our investments in trusts to fund nuclear plant decommissioning and to fund non-qualified retirement benefits give rise to security price risk. Many of the securities in these trusts are exposed to price fluctuations in the capital markets.

Commodity Price Risk We engage in both financial and physical trading with the goal of managing our commodity price risk, enhancing system reliability and increasing profits. We procure and trade electricity, coal, natural gas and other energy-related products by utilizing energy commodity contracts and a variety of financial instruments, including futures contracts, options and swaps.

We use various types of fuel, including coal, natural gas, uranium and diesel to operate our plants and also purchase power to meet customer demand. Our prices and consolidated financial results are exposed to market risks from commodity price changes for electricity and other energy-related products as well as from interest rates. Volatility in these markets impacts our costs of purchased power, costs of fuel for our generating plants and our participation in energy markets. We strive to manage our customers' and our exposure to these market risks through regulatory, operating and financing activities and, when we deem appropriate, we economically hedge a portion of these risks through the use of derivative financial instruments for non-trading purposes.

Factors that affect our commodity price exposure are the quantity and availability of fuel used for generation, the availability of our power plants and the quantity of electricity customers consume. Quantities of fossil fuel we use to generate electricity fluctuate from period to period based on availability, price and deliverability of a given fuel type, as well as planned and unscheduled outages at our generating plants that use fossil fuels. Our commodity price exposure is also affected by our nuclear plant refueling and maintenance schedule and the amount of electricity generated from our wind farms. Our customers' electricity usage also varies based on weather, the economy and other factors.

We trade various types of fuel primarily to reduce exposure related to the volatility of commodity prices. A significant portion of our coal requirements is purchased under long-term contracts to hedge much of the fuel exposure for customers. If we were unable to generate an adequate supply of electricity for our customers, we would purchase power in the wholesale market to the extent it is available, subject to possible transmission constraints, and/or implement curtailment or interruption procedures as permitted in our tariffs and terms and conditions of service.

54

One way we manage and measure the commodity price risk of our trading portfolio is by using a variance/covariance value-at-risk (VaR) model. In addition to VaR, we employ additional risk control processes such as stress testing, daily loss limits, credit limits and position limits. We expect to use similar control processes in the future. The use ofVaR requires assumptions, including the selection of a confidence level and a measure of volatility associated with potential losses and the estimated holding period. We express VaR as a potential dollar loss based on a 95% confidence level using a one-day holding period and a 20-day historical observation period. It is possible that actual results may differ significantly from assumptions.

Accordingly, VaR may not accurately reflect our levels of exposure. The energy trading portfolio VaR amounts for 2017 and 2016 were as follows:

2017 2016 (In Thousands)

High ............... $ 273 $ 644 Low ............... . 123 Average ......... . 54 292 Interest Rate Risk We have entered into numerous fixed and variable rate debt obligations. For details, see Note 10 of the Notes to Consolidated Financial Statements, "Long-Term Debt." We manage our interest rate risk related to these debt obligations by limiting our exposure to variable interest rate debt, diversifying maturity dates and entering into treasury yield hedge transactions. We may also use other financial derivative instruments such as interest rate swaps. We compute and present information about the sensitivity to changes in interest rates for variable rate debt and current maturities of fixed rate debt by assuming a 100 basis point change in the current interest rates applicable to such debt over the remaining time the debt is outstanding.

We had approximately $426.2 million of variable rate debt and current maturities of fixed rate debt as of December 31, 2017. A 100 basis point change in interest rates applicable to this debt would impact income before income taxes on an annualized basis by approximately $4.2 million. As of December 31, 2017, we had $121.9 million of variable rate bonds insured by bond insurers. Interest rates payable under these bonds are normally set through periodic auctions. However, conditions in the credit markets over the past few years caused a dramatic reduction in the demand for auction bonds, which led to failed auctions. The contractual provisions of these securities set forth an indexing formula method by which interest will be paid in the event of an auction failure. Depending on the level of these reference indices, our interest costs may be higher or lower than what they would have been had the securities been auctioned successfully. Additionally, should insurers of those bonds experience a decrease in their credit ratings, such event could increase our borrowing costs. Furthermore, a decline in interest rates generally can serve to increase our pension and post-retirement benefit obligations.

Security Price Risk We maintain the NDT, as required by the NRC and Kansas statute, to fund certain costs of nuclear plant decommissioning. As of December 31, 2017, investments in the NDT were allocated 51 % to equity securities, 29% to debt securities, 6% to combination debt/equity/other securities, 9% to alternative investments, 5% to real estate securities and less than 1% to cash equivalents. As of December 31, 2017 and 2016, the fair value of the NDT investments was $23 7 .1 million and $200.1 million, respectively. Changes in interest rates and/or other market changes resulting in a 10% decrease in the value of the securities would have resulted in a $23. 7 million decrease in the value of the NDT as of December 31, 2017.

We also maintain a trust to fund non-qualified retirement benefits. As of December 31, 2017, investments in the trust were comprised of 80% debt securities, 20% combination debt/equity/other securities, and less than 1% cash equivalents. The fair value of the investments in this trust was $34.3 million as of December 31, 2017, and $34.5 million as of December 31, 2016. Changes in interest rates and/or other market changes resulting in a 10% decrease in the value of the securities would have resulted in a $3 .4 million decrease in the value of the trust as of December 31, 2017.

By maintaining diversified portfolios of securities, we seek to optimize the returns to fund the aforementioned obligations within acceptable risk tolerances, including interest rate risk. However, many of the securities in the portfolios are exposed to price fluctuations in the capital markets. If the value of the securities diminishes, the cost of funding the obligations rises. We actively monitor the portfolios by benchmarking the performance of the investments against relevant indices and by maintaining and periodically reviewing the asset allocations in relation to established policy targets. Our exposure to security price risk related to the NDT is in part mitigated because we are currently allowed to recover decommissioning costs in the prices we charge our customers.

55

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS PAGE Management's Report on Internal Control Over Financial Reporting 57 Rep01ts oflndependent Registered Public Accounting Fi1111 58 Financial Statements:

Westar Energy, Inc. and Subsidiaries:

Consolidated Balance Sheets as of December 31, 20 I 7 and 2016 Consolidated Statements of Income for the years ended December 31, 2017, 2016, and 2015 Consolidated Statements of Cash Flows for the vears ended December 31, 2017, 2016, and 2015 Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016, and. 2015 63 Notes to Consolidated Financial Statements 64

1. Description of Business 64
2. Summary of Significant Accounting Policies 64
3. Pending Merger 70
4. Rate Matters and Regulation 72
5. Financial Instruments and Trading Securities 76
6. Financial Investments 79
7. Propertv, Plant and Equipment fil
8. Joint Ownership of Utility Plant 82
9. Short-Te1m Debt 82
10. Long-Tenn Debt 84
11. Taxes 86
12. Employee Benefit Plans 89 I 3. Wolf Creek Employee Benefit Plans 98
14. Commitments and Contingencies 103
15. Asset Retirement Obligations* 108
16. Legal Proceedings 11.Q
17. Common Stock ill
18. Va1iable Interest Entities 112
19. Leases ill
20. Quarterly Results (Unaudited) ill Financial Schedules:

Schedule II-Valuation and QualifvingAccounts 122 SCHEDULES OMITTED The following schedules are omitted because of the absence of the conditions under which they are required or the information is included in our consolidated financial statements and schedules presented:

I, ill, IV and V.

56

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, 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 (GAAP) and includes those policies and procedures that:

  • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, we used the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, we concluded that, as of December 31, 2017, our internal control over financial reporting is effective based on those criteria. Our independent registered public accounting firm has issued an audit report on the company's internal control over financial reporting.

57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Westar Energy, Inc.

Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Westar Energy, Inc. and subsidiaries (the "Company") as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017, of the Company and our report dated February 21, 2018 expressed an unqualified opinion on those financial statements.

Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management's report on internal control over financial reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that ( 1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP Kansas City, Missouri February 21, 2018 58

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Westar Energy, Inc.

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Westar Energy, Inc. and subsidiaries (the "Company") as of December 31, 2017 and 2016, the related consolidated statements of income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Isl Deloitte & Touche LLP Kansas City, Missouri February 21, 2018 We have served as the Company's auditor since 2002.

59

WESTAR ENERGY, INC.

CONSOLIDATED BALANCE SHEETS (Dollars in Thousands, Except Par Values)

As of December 31, 2017 2016 ASSETS CURRENT ASSETS:

Cash and cash equivalents .............................................. ...... .................................................................. $ 3,432 $ 3,066 Accounts receivable, net of allowance for doubtful accounts of$6,716 and $6,667, respectively ....... . 290,652 288,579 Fuel inventory and supplies ................................................................................................................... . 293,562 300,125 Taxes receivable ..................................................................................................................................... . 13,000 Prepaid expenses ..................................................................................................................................... . 16,425 16,528 Regulatory assets ................................................................................................................................... . 99,544 117,383 Other ...................................................................................................................................................... . 23,435 29,701 Total Current Assets .......................................................................................................................... ---- --

727,050 768,382 PROPERTY, PLANT AND EQUIPMENT, NET ........................................................................................ . 9,553,755 9,248,359 PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET ........................

- - - - -176,279

--- 257,904 OTHER ASSETS:

Regulatory assets ................................................................................................................................... . 685,355 762,479 Nuclear decommissioning trust. ............................................................................................................. . 237,102 200,122 Other ...................................................................................................................................................... . 244,827 249,828 Total Other Assets ............................................................................................................................ . 1,167,284 1,212,429 TOTALASSETS ...........................................................................................................................................

$ 11,624,368 $ 11,487,074 LIABILITIES AND EQUITY ==========

CURRENT LIABILITIES:

Current maturities of long-term debt ..................................................................................................... . $ $ 125,000 Current maturities oflong-term debt of variable interest entities .......................................................... . 28,534 26,842 Short-term debt ...................................................................................................................................... . 275,700 366,700 Accounts payable ................................................................................................................................... . 204,186 220,522 Accrued dividends ................................................................................................................................. . 53,830 52,885 Accrued taxes ......................................................................................................................................... . 87,727 85,729 Accrued interest ..................................................................................................................................... . 72,693 72,519 Regulatory liabilities .............................................................................................................................. . 11,602 15,760 Other ...................................................................................................................................................... . 89,445 81,236 Total Current Liabilities ................................................................................................................... . 823,717 1,047,193 LONG-TERM LIABILITIES:

Long-tenn debt, net ................................................................................................................................ . 3,687,555 3,388,670 Long-term debt of variable interest entities, net .................................................................................... . 81,433 111,209 Deferred income taxes ........................................................................................................................... . 815,743 1,752,776 Unamortized investment tax credits ....................................................................................................... . 257,093 210,654 Regulatory liabilities .............................................................................................................................. . 1,093,974 223,693 Accrued employee benefits .................................................................................................................... . 541,364 512,412 Asset retirement obligations .................................................................................................................. . 379,989 323,951 Other ...................................................................................................................................................... . 83,063 83,326 Total Long-Tenn Liabilities .............................................................................................................. - - - - 6,940,214

---'-- - - - 6,606,691 COMMITMENTS AND CONTINGENCIES (See Notes 14 and 16)

EQUITY:

Westar Energy, Inc. Shareholders' Equity:

Common stock, par value $5 per share; authorized 275,000,000 shares; issued and outstanding 142,094,275 shares and 141,791,153 shares, respective to each date ......................................... . 710,471 708,956 Paid-in capital .................................................................................................................................. . 2,024,396 2,018,317 Retained earnings ............................................................................................................................. . 1,173,255 1,078,602 Total Westar Energy, Inc. Shareholders' Equity ........................................................................ . 3,908,122 3,805,875 Noncontrolling Interests ......................................................................................................................... . (47,685) 27,315 Total Equity ................................................................................................................................ . 3,860,437 3,833,190 TOTAL LIABILITIES AND EQUITY ........................................................................................................ . $ 11,624,368 $ 11,487,074 The accompanying notes are an integral part of these consolidated fmancial statements.

60

WESTAR ENERGY, INC.

CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands, Except Per Share Amounts)

Year Ended December 31, 2017 2016 2015 REVENUES .................................................................................. :.............................. $ 2,571,003 $ 2,562,087 $ 2,459,164 OPERATING EXPENSES:

Fuel and purchased power ..................................................................................... . 541,535 509,496 561,065 SPP network transmission costs ............................................................................ . 247,882 232,763 229,043 Operating and maintenance ................................................................................... . 333,923 346,313 330,289 Depreciation and amortization .............................................................................. . 371,747 338,519 310,591 Selling, general and administrative ....................................................................... . 249,567 261,451 250,278 Taxes other than income tax .................................................................................. . ____ 167,630

....;...._ 191,662 156,901 Total Operating Expenses ................................................................................. ---- 1,912,284

1,880,204 1,838,167 INCOME FROM OPERATIONS ............................................................................... . ____ 658,719

....;...._ 681,883 620,997 OTHER INCOME (EXPENSE):

Investment earnings ............................................................................................... . 10,693 9,013 7,799 Other income ......................................................................................................... . 8,351 34,582 19,438 Other expense ......................................................................................................... (19,055)

(18,012) (17,636)

Total Other (Expense) Income .......................................................................... (11)

'....:. 25,583 9,601 Interest expense ............................................................................................................ ---- 171,001

-- 161,726 176,802 INCOME BEFORE INCOME TAXES ....................................................................... . 487,707 545,740 453,796 Income tax expense ...................................................................................................... ----- 151,155

--- 184,540 152,000 NET INCOME ................................................................................................. ,........... . 336,552 361,200 301,796 Less: Net income attributable to noncontrolling interests ............................................ - - - - -12,632

--- 14,623 9,867 NET INCOME ATTRIBUTABLE TO WESTAR ENERGY, INC .............................. 323 920 $

=$======= 346 577 $ 291 929 BASIC AND DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO WESTAR ENERGY (see Note 2):

Basic earnings per common share.......................................................................... $ 2.27 $ 2.43 $ 2.11 Diluted earnings per common share .................................... .-.................................. $ 2.27 $ 2.43 $ 2.09 AVERAGE EQUIVALENT COMMON SHARES OUTSTANDING ....................... . 142,463,831 142,067,558 137,957,515 DIVIDENDS DECLARED PER COMMON SHARE................................................ $ 1.60 $ 1.52 $ 1.44 The accompanying notes are an integral part of these consolidated financial statements.

61

WESTAR ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands)

Year Ended December 31, 2017 2016 2015 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

Net income.................................................................................................................................... $ 336,552 $ 361,200 $ 301,796 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization ............................................................................................... . 371,747 338,519 310,591 Amortization of nuclear fuel .................................................................................................. . 32,167 26,714 26,974 Amortization of deferred regulatory gain from sale leaseback .............................................. . (5,495) (5,495) (5,495)

Gain on lease modification .................................................................................................... . (3,500)

Amortization of corporate-owned life insurance ................................................................... . 20,601 18,042 19,850 Non-cash compensation .......... :.............................................................................................. . 8,985 9,353 8,345 Net deferred income taxes and credits ................................................................................... . 149,568 185,229 151,332 Allowance for equity funds used during construction ........................................................... . (1,996) (11,630) (2,075)

Payments for asset retirement obligations ............................................................................. . (16,026) (5,372) (1,553)

Changes in working capital items:

Accounts receivable ............................................................................................................... . (2,073) (30,294) 9,042 Fuel inventory and supplies*****************************************************************************:********************** 7,182 1,790 (53,263)

Prepaid expenses and other .................................................................................................... . 64,744 (7,431) (23,145)

Accounts payable ................................................................................................................... . 10,023 (8,149) 6,636 Accrued taxes ......................................................................................................................... . 9,155 (5,942) 13,073 Other current liabilities ............................................................................. :............................ . (118,018) (86,359) (80,396)

Changes in other assets ................................................................................................................ . 29,295 18,872 3,752 Changes in other liabilities ............................................................................................................ - - - - - 19,527

'-- 23,373 30,386 Cash Flows from Operating Activities .............................................................................. - - - - - 912,438

--- 822,420 715,850 CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:

Additions to property, plant and equipment... .............................................................................. . (764,645) (1,086,970) (700,228)

Purchase of securities - trusts ....................................................................................................... . (41,033) (46,581) (37,557)

Sale of securities - trusts .............................................................................................................. . 41,245 47,026 37,930 Investment in corporate-owned life insurance ............................................................................. . (13,875) (14,648) (14,845)

Proceeds from investment in corporate-owned life insurance ..................................................... . 1,420 92,677 66,794 Investment in affiliated company ................................................................................................. . (655) (575)

Other investing activities ............................................................................................................. . (3,546) (3,609) (1,223)

Cash Flows used in Investing Activities ........................................................................... - - - ~ -

(780,434)

---'- (1,012,760) (649,704)

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:

Short-term debt, net ..................................................................................................................... . (91,328) 116,162 (7,300)

Proceeds from long-term debt ...................................................................................................... . 296,215 396,290 543,881 Proceeds from long-term debt of variable interest entities .......................................................... . 162,048 Retirements of long-term debt ..................................................................................................... . (125,000) (50,000) (635,891)

Retirements oflong-term debt of variable interest entities .......................................................... . (26,840) (190,357) (27,933)

Repayment of capital leases ......................................................................................................... . (3,530) (3,104) (2,591)

Borrowings against cash surrender value of corporate-owned life insurance ............................. . 55,094 57,850 59,431 Repayment of borrowings against cash surrender value of corporate-owned life insurance ...... . (1,008) (89,284) (64,593)

Issuance of common stock ........................................................................................................... . 659 2,439 257,998 Distributions to shareholders of non controlling interests ............................................................ . (5,760) (2,550) (1,076)

Cash dividends paid ..................................................................................................................... . (223,117) (204,340) (186,120)

Other financing activities .............................................................................................................. - - - - - -(7,023)

--'- (4,979) (3,277)

Cash Flows (used in) from Financing Activities ............................................................... - - - ~ (131,638) -'--'- 190,175 (67,471)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..................................... . 366 (165) (1,325)

CASH AND CASH EQUIVALENTS:

Beginning of period ...................................................................................................................... - - - -3,066 -- 3,231 4,556 End of period................................................................................................................................. 3 432 $

=$========= =====~::::::::::::::::: $

3 066 ==========

3 231 The accompanying notes are an integral part of these consolidated financial statements.

62

WESTAR ENERGY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Dollars in Thousands, Except Per Share Amounts)

Westar Energy, Inc. Shareholders Non-Common Common Paid-in Retained controlling Total stock shares stock capital earnings interests equity Balance as of December 31, 2014 ...... 131,687,454 $ 658,437 $ 1,781,120 $ 855,299 $ 6,451 $ 3,301,307 Net income ........................................... 291,929 9,867 301,796 Issuance of stock .................................. 9,249,986 46,250 211,748 257,998 Issuance of stock for compensation and reinvested dividends ............... 415,986 2,080 8,373 10,453 Tax withholding related to stock compensation ................................. (3,277) (3,277)

Dividends declared on common stock

($1.44 per share) ............................ (201,398) (201,398)

Stock compensation expense ............... 8,250 8,250 Tax benefit on stock compensation ...... 1,307 1,307 Distributions to shareholders of noncontrolling interests ................. (1,076) (1,076)

Other .................................................... (3,397) (3,397)

Balance as of December 31, 2015 ...... 141,353,426 706,767 2,004,124 945,830 15,242 3,671,963 Net income ........................................... 346,577 14,623 361,200 Issuance of stock .................................. 48,101 241 2,198 2,439 Issuance of stock for compensation and reinvested dividends ............... 389,626 1,948 7,737 9,685 Tax withholding related to stock compensation ................................. (4,979) (4,979)

Dividends declared on common stock

($1.52 per share) ............................ (217,131) (217,131)

Stock compensation expense ............... 9,237 9,237 Distributions to shareholders of noncontrolling interests ................. (2,550) (2,550)

Cumulative effect of accounting change - stock compensation ........ 3,326 3,326 Balance as of December 31, 2016 ...... 141,791,153 708,956 2,018,317 1,078,602 27,315 3,833,190 Net income ........................................... 323,920 12,632 336,552 Issuance of stock ......................... :........ 12,131 61 598 659 Issuance of stock for compensation and reinvested dividends ............... 290,991 1,454 3,635 5,089 Tax withholding related to stock compensation ................................. (7,023) (7,023)

Dividends declared on common stock

($1.60 per share) ............................ (229,267) (229,267)

Stock compensation expense ............... 8,869 8,869 Deconsolidation of noncontrolling interests ......................................... (81,872) (81,872)

Distributions to shareholders of noncontrolling interests ................. (5,760) (5,760)

Balance as of December 31, 2017 ...... 142,094,275 $ 710,471 $2,024,396 $1,173,255 $ (47,685) $ 3,860,437 The accompanying notes are an integral part of these consolidated financial statements.

63

WESTAR ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS We are the largest electric utility in Kansas. Unless the context otherwise indicates, all references in this Annual Report on Form 10-K to "the Company," "we," "us," "our" and similar words are to Westar Energy, Inc. and its consolidated subsidiaries. The term "Westar Energy" refers to Westar Energy, Inc., a Kansas corporation incorporated in 1924, alone and not together with its consolidated subsidiaries.

We provide electric generation, transmission and distribution services to approximately 708,000 customers in Kansas.

Westar Energy provides these services in central and northeastern Kansas, including the cities of Topeka, Lawrence, Manhattan, Salina and Hutchinson. Kansas Gas and Electric Company (KGE), Westar Energy's wholly-owned subsidiary, provides these services in south-central and so.utheastem Kansas, including the city of Wichita. Both Westar Energy and KGE conduct business using the name Westar Energy. Our corporate headquarters is located at 818 South Kansas Avenue, Topeka, Kansas 66612.

2.

SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation We prepare our consolidated :financial statements in accordance with generally accepted accounting principles (GAAP) for the United States of America. Our consolidated financial statements include all operating divisions, majority owned subsidiaries and variable interest entities (VIEs) of which we maintain a controlling interest or are the primary beneficiary reported as a single reportable segment. Undivided interests in jointly-owned generation facilities are included on a proportionate basis. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Management's Estimates When we prepare our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities, at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, including those related to depreciation, unbilled revenue, valuation of investments, forecasted fuel costs included in our retail energy cost adjustment billed to customers, income taxes, pension and post-retirement benefits, our asset retirement obligations (AROs) including the decommissioning of Wolf Creek Generating Station (Wolf Creek), environmental issues, VIEs, contingencies and litigation. Actual results may differ from those estimates under different assumptions or conditions.

Regulatory Accounting We apply accounting standards that recognize the economic effects of rate regulation. Accordingly, we have recorded regulatory assets and liabilities when required by a regulatory order or based on regulatory precedent. See Note 4, "Rate Matters and Regulation," for additional information regarding our regulatory assets and liabilities.

Cash and Cash Equivalents We consider investments that are highly liquid and have maturities of three months or less when purchased to be cash equivalents.

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Fuel Inventory and Supplies We state fuel inventory and supplies at average cost. Following are the balances for fuel inventory and supplies stated separately.

As of December 31, 2017 2016 (In Thousands)

Fuel inventory.............. $ 94,039 $ 107,086 Supplies ..................... .. 199,523 193,039 Fuel inventory and supplies ................ $ 293,562 $ 300,125

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Property, Plant and Equipment We record the value of property, plant and equipment, including that ofVIEs, at cost. For plant, cost includes contracted services, direct labor and materials, indirect charges for engineering and supervision and an allowance for funds used during construction (AFUDC). AFUDC represents the allowed cost of capital used to finance utility construction activity.

We compute AFUDC by applying a composite rate to qualified construction work in progress. We credit other income (for equity funds) and interest expense (for borrowed funds) for the amount of AFUDC capitalized as construction cost on the accompanying consolidated statements of income as follows:

Year Ended December 31, 2017 2016 2015 (Dollars In Thousands)

Borrowed funds ................. $ 5,605 $ 9,964 $ 3,505 Equity funds ....................... 1,996 11,630 2,075 Total .............................. $ 7,601 $ 21,594 $ 5,580 Average AFUDC Rates ...... 2.3% 4.2% 2.7%

We charge maintenance costs and replacements of minor items of property to expense as incurred, except for maintenance costs incurred for our planned refueling and maintenance outages at Wolf Creek. As authorized by regulators, we defer and amortize to expense ratably over the period between planned outages incremental maintenance costs incurred for such outages. When a unit of depreciable property is retired, we charge to accumulated depreciation the original cost less salvage value.

Depreciation We depreciate utility plant using a straight-line method. The depreciation rates are based on an average annual composite basis using group rates that approximated 2.5% in 2017, 2.4% in 2016 and 2.5% in 2015.

Depreciable lives of property, plant and equipment are as follows.

Years Fossil fuel generating facilities ........... 6 to 78 Nuclear fuel generating facility .......... 55 to 71 Wind generating facilities ................... 19 to 20 Transmission facilities ........................ 15 to 67 Distribution facilities .......................... 22 to 68 Other ................................................... 5 to 30 65

Nuclear Fuel We record as property, plant and equipment our share of the cost of nuclear fuel used in the process of refinement, conversion, enrichment and fabrication. We reflect this at original cost and amortize such amounts to fuel expense based on the quantity of heat consumed during the generation of electricity as measured in millions of British thermal units. The accumulated amortization of nuclear fuel in the reactor was $72.2 million as of December 31, 2017, and $40.0 million as of December 31, 2016. The cost of nuclear fuel charged to fuel and purchased power expense was $32.2 million in 2017,

$26.8 million in 2016 and $27.3 million in 2015.

Cash Surrender Value of Life Insurance We recorded on our consolidated balance sheets in other long-term assets the following amounts related to corporate-owned life insurance (COLI) policies.

As ofDecember 31, 2017 2016 (In Thousands)

Cash surrender value of policies .... .... .. .. .. .. ... . $ 1,320,695 $ 1,267,349 Borrowings against policies .......................... . (1,189,212) (1,137,360)

Corporate-owned life insurance, net ....... $ 131,483 $ 129,989

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We record as income increases in cash surrender value and death benefits. We offset against policy income the interest expense that we incur on policy loans. Income from death benefits is highly variable from period to period.

Revenue Recognition We record revenue at the time we deliver electricity to customers. We determine the amounts delivered to individual customers through systematic monthly readings of customer meters. At the end of each month, we estimate how much electricity we have delivered since the prior meter reading and record the corresponding unbilled revenue.

Our unbilled revenue estimate is affected by factors including fluctuations in energy demand, weather, line losses and changes in the composition of customer classes. We recorded estimated unbilled revenue of $7 6. 7 million as of December 31, 2017, and $74.4 million as of December 31, 2016 within accounts receivable.

Allowance for Doubtful Accounts We determine our allowance for doubtful accounts based on the age of our receivables. We charge receivables off when they are deemed uncollectible, which is based on a number of factors including specific facts surrounding an account and management's judgment.

Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, we recognize deferred income tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. We recognize future tax benefits to the extent that realization of such benefits is more likely than not. With the passage of the Tax Cuts and Jobs Act (TCJA) in December 2017, we were required to remeasure deferred income tax assets and liabilities at the lower 21 % corporate tax rate and defer the amount of excess deferred taxes previously collected from our customers to a regulatory liability, the majority of which will be amortized to income over a period generally corresponding to the life of our plant assets. We amortize deferred investment tax credits over the lives of the related properties as required by tax laws and regulatory practices. We recognize production tax credits in the year that electricity is generated to the extent that realization of such benefits is more likely than not.

We record deferred income tax assets to the extent capital losses, net operating losses or tax credits will be carried forward to future periods. However, when we believe based on available evidence that we do not, or will not, have sufficient future capital gains or taxable income in the appropriate taxing jurisdiction to realize the entire benefit during the applicable carryforward period, we record a valuation allowance against the deferred income tax asset.

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The application of income tax law is complex. Laws and regulations in this area are voluminous and often ambiguous.

Accordingly, we must make judgments regarding income tax exposure. Interpretations of and guidance surrounding income tax laws and regulations change over time. As a result, changes in our judgments can materially affect amounts we recognize in our consolidated financial statements. See Note 11, "Taxes," for additional detail on our accounting for income taxes.

Sales Tax We account for the collection and remittance of sales tax on a net basis. As a result, we do not reflect sales tax in our consolidated statements of income.

Earnings Per Share We have participating securities in the form ofunvested restricted share units (RSUs) with nonforfeitable rights to dividend equivalents that receive dividends on an equal basis with dividends declared on common shares. As a result, we apply the two-class method of computing basic and diluted earnings per share (EPS).

To compute basic EPS, we divide the earnings allocated to common stock by the weighted average number of common shares outstanding. Diluted EPS includes the effect of issuable common shares resulting from our forward sale agreements, if any, and RSUs with forfeitable rights to dividend equivalents. We compute the dilutive effect of potential issuances of common shares using the treasury stock method.

The following table reconciles our basic and diluted EPS from net income.

Year Ended December 31, 2017 2016 2015 (Dollars In Thousands, Except Per Share Amounts)

Net income .................................................................................................. . $ 336,552 $ 361,200 $ 301,796 Less: Net income attributable to noncontrolling interests ......................... . 12,632 14,623 9,867 Net income attributable to Westar Energy, Inc ........................................... . 323,920 346,577 291,929 Less: Net income allocated to RSUs ......................................................... . 584 714 646 Net income allocated to common stock. ..................................................... . $ 323,336 $ 345,863 $ 291,283 Weighted average equivalent common shares outstanding- basic ............ . 142,463,831 142,067,558 137,957,515 Effect of dilutive securities:

RSUs .................................................................................................. . 96,363 407,123 299,198 Forward sale agreements ................................................................... . 1,021,510 Weighted average equivalent common shares outstanding- diluted (a) .... . 142,560,194 142,474,681 139,278,223 Earnings per common share, basic ............................................................. . $ 2.27 $ 2.43 $ 2.11 Earnings per common share, diluted .......................................................... . $ 2.27 $ 2.43 $ 2.09 (a) For the years ended December 31, 2017, 2016 and 2015, we had no antidilutive securities.

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Supplemental Cash Flow Information Year Ended December 31, 2017 2016 2015 (In Thousands)

CASH PAID FOR (RECEIVED FROM):

Interest on financing activities, net of amount capitalized .................................. $ 153,905 $ 139,029 $ 161,484 Interest on financing activities ofVIEs .............................................................. . 3,061 5,846 10,430 Income taxes, net of refunds ............................................................................... . (12,736) 13,103 (410)

NON-CASH INVESTING TRANSACTIONS:

Property, plant and equipment additions ............................................................ .. 158,780 151,474 105,169 Deconsolidation of property, plant and equipment ofVIE ................................ .. (72,901)

NON-CASH FINANCING TRANSACTIONS:

Issuance of stock for compensation and reinvested dividends .......................... .. 5,089 9,685 10,453 Deconsolidation of VIE ..................................................................................... .. (83,096)

Assets acquired through capital leases ................................................................ . 4,842 2,744 3,130 New Accounting Guidance We prepare our consolidated financial statements in accordance with GAAP for the United States of America. To address current issues in accounting, the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC) issued the following new accounting guidance that may affect our accounting and/or disclosure.

Compensation - Retirement Benefits In March 2017, the FASB issued Accounting Standard Update (ASU) No. 2017-07, which requires employers to disaggregate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in each income statement line item. The standard requires employers to report the service cost component in the same line item as other compensation costs and to report the other components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses) separately and outside a subtotal of operating income. Of the components of net periodic benefit cost, only the service cost component will be eligible for capitalization as property, plant and equipment, which is applied prospectively. The other components of net periodic benefit costs that are no longer eligible for capitalization as property, plant and equipment will be recorded as a regulatory asset. The guidance changing the presentation in the statements of income is applied on a retrospective basis. We adopted the guidance as ofJanuary 1, 2018, without a material impact on our consolidated financial statements.

Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Among other clarifications, the guidance requires that cash proceeds received from the settlement of COLI policies be classified as cash inflows from investing activities and that cash payments for premiums on COLI policies may be classified as cash outflows for investing activities, operating activities or a combination of both. Retrospective application is required. We adopted the guidance effective January 1, 2018, which will result in a reclassification of cash proceeds from the settlement of COLI policies from cash inflows from operating activities to cash inflows from investing activities. In addition, cash payments for premiums on COLI policies will be reclassified from cash outflows used in operating activities to cash outflows used in investing activities.

In November 2016, the FASB issued ASU No. 2016-18, which requires that the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents be explained in the statement of cash flows. The guidance requires a retrospective transition method. This guidance is effective for fiscal years beginning after December 15, 2017. We adopted the guidance effective January 1, 2018, without a material impact on our consolidated statement of cash flows.

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Stock-based Compensation In March 2016, the FASB issued ASU No. 2016-09 as part of its simplification initiative. The areas for simplification involve several aspects of the accounting for stock-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We adopted the guidance effective January 1, 2016.

Prior to the adoption of ASU 2016-09, if the tax deduction for a stock-based payment award exceeded the compensation cost recorded for financial reporting, the additional tax benefit was recognized in additional paid-in capital and referred to as an excess tax benefit. Tax deficiencies were recognized either as an offset to the accumulated excess tax benefits, if any, or as reduction of income. The issuance of this ASU reflects the FASB 's decision that all prospective excess tax benefits and tax deficiencies should be recognized as income tax benefits or expense, respectively. Prior to the adoption of the ASU, additional paid-in-capital was not recognized to the extent that an excess tax benefit had not be realized (e.g., due to a carryforward of a net operating loss). Under the ASU, all excess tax benefits previously unrecognized because the related tax deduction had not reduced taxes payable are recognized on a modified retrospective basis as a cumulative-effect adjustment to retained earnings as of the date of adoption. Upon adoption, we recorded a $3.3 million cumulative effect adjustment to retained earnings for excess tax benefits that had not previously been recognized as well as a $3 .3 million increase in deferred tax assets.

Further, the issuance of this ASU reflects the FASB 's decision that cash flows related to excess tax benefits should be classified as cash flows from operating activities on the consolidated statements of cash flows. Upon adoption, we have retrospectively presented cash flows from operating activities on the accompanying consolidated statements of cash flows for the year ended December 31, 2015, as $1.3 million higher than as previously reported. We have retrospectively presented cash flows used in financing activities as $1.3 million higher for the year ended December 31, 2015, than as previously reported.

Leases In February 2016, the FASB issuedASU No. 2016-02, which requires a lessee to recognize right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months. Leases are to be classified as either financing or operating leases, with that classification affecting the pattern of expense recognition in the income statement. Accounting for leases by lessors is largely unchanged. The criteria used to determine lease classification will remain substantially the same, but will be more subjective under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The guidance requires a modified retrospective approach for all leases existing at the earliest period presented, or entered into by the date of initial adoption, with certain practical expedients permitted. In 2016, we started evaluating our current leases to assess the initial impact on our consolidated financial results. We continue to evaluate the guidance and believe application of the guidance will result in an increase to our assets and liabilities on our consolidated balance sheet, with minimal impact to our consolidated statement of income. We also continue to monitor unresolved industry issues, including renewables and power purchase agreements and pole attachments, and will analyze the related impact. The standard permits an entity to elect a practical expedient for existing or expired contracts to forgo reassessing leases to determine whether each is in scope of the new standard and to forgo reassessing lease classification. We expect to elect this practical expedient upon implementation.

Financial Instruments - Credit Losses In June 2016, the FASB issuedASU No. 2016-13, which requires financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The measurement of expected losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are evaluating the guidance and have not yet determined the impact on our consolidated financial statements.

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Revenue Recognition In May 2014, the FASB issuedASUNo. 2014-09, which addresses revenue from contracts with customers.

Subsequent ASUs have been released providing modifications and clarifications to ASU No. 2014-09. The objective of the new guidance is to establish principles to report useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue from contracts with customers. Under the new standard, an entity must identify the performance obligations in a contract, determine the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. This guidance is effective for fiscal years beginning after December 15, 2017; accordingly, we adopted the new standard on January 1, 2018. The standard permits the use of either the retrospective application or modified retrospective method. We elected to use the modified retrospective method, which requires a cumulative-effect adjustment to be recorded on the balance sheet as of the beginning of 2018, if applicable, as if the standard had always been in effect. Adoption of the standard will not have a material impact to our consolidated financial statements and, as a result, we recorded no cumulative effect of initially applying the standard.

Tax Cuts and Jobs Act The SEC issued Staff Accounting Bulletin 118, which addresses the income tax accounting implications of the TCJA.

The income tax effects of the TCJA in which the accounting is complete must be reflected in the financial statements.

Additionally, provisional amounts in which reasonable estimates of the income tax effects of the TCJA can be determined should be included in the financial statements. Any specific income tax effect of the TCJA for which a reasonable estimate cannot be determined, would not be reported. Specific income tax effects of the TCJA that cannot be determined would continue to follow the provisions from the tax laws that were in effect immediately prior to the TCJA being enacted. We believe the accounting associated with the passage of the TCJA is complete and we have therefore not recorded any provisional amounts in our consolidated financial statements.

3. PENDING MERGER On May 29, 2016, we entered into an agreement and plan of merger with Great Plains Energy Incorporated (Great Plains Energy) that provided for the acquisition of us by Great Plains Energy. On April 19, 2017, the Kansas Corporation Commission (KCC) rejected the prior transaction.

On July 9, 2017, we entered into an amended and restated agreement and plan of merger with Great Plains Energy that provides for a merger of equals between the two companies. Upon closing, each issued and outstanding share of our common stock will be converted into one share of common stock of a new holding company with a final name still to be determined.

Upon closing, each issued and outstanding share of Great Plains Energy common stock will be converted into 0.5981 shares of common stock of the new holding company. Following completion of the merger, our shareholders are expected to own approximately 52.5% of the new holding company and Great Plains Energy's shareholders are expected to own approximately 47.5% of the new holding company.

The merger agreement includes certain restrictions and limitations on our ability to declare dividend payments. The merger agreement, without prior approval of Great Plains Energy, limits our quarterly dividends declared to $0.40 per share.

The closing of the merger is subject to conditions including receipt of all required regulatory approvals from, among others, the Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), KCC, and Public Service Commission of the State of Missouri (MPSC) (provided that such approvals do not result in a material adverse effect on Great Plains Energy or us, after giving effect to the merger, measured on the size and scale of Westar Energy and its subsidiaries, taken as a whole); effectiveness of the registration statement for the shares of the new holding company's common stock to be issued to our shareholders and Great Plains Energy's shareholders upon consummation of the merger and approval of the listing of such shares on the New York Stock Exchange; the receipt of tax opinions by us and Great Plains Energy that the merger will be treated as a non-taxable event for U.S. federal income tax purposes; there being no shares of Great Plains Energy preference stock outstanding; and Great Plains Energy having not less than $1.25 billion in cash or cash equivalents on its balance sheet.

The closing of the merger is also subject to other standard conditions, such as accuracy of representations and warranties, compliance with covenants and the absence of a material adverse effect on either company.

The merger agreement, which contains customary representations, warranties, and covenants, may be terminated by either party if the merger has not occurred by July 10, 2018. The termination date may be extended six months in order to obtain regulatory approvals.

On August 25, 2017, we and Great Plains Energy filed a joint application with the KCC requesting approval of the merger. The KCC subsequently approved a procedural schedule that provides for a KCC order on the proposed merger by 70

June 5, 2018, although under Kansas law the KCC has until June 21, 2018 to issue the order. On August 31, 2017, we and Great Plains Energy applied for approval of the merger from the MPSC. On January 12, 2018, we, Great Plains Energy, the MPSC staff and certain intervenors entered into a stipulation and agreement to settle certain issues related to the joint application. The stipulation and agreement is subject to review and approval by the MPSC. On September 1, 2017, we and Great Plains Energy filed a joint application for approval of the merger with FERC, and we expect to receive a final order by the end of February 2018, unless FERC takes action that results in an extension of this date. On September 5, 2017, Wolf Creek filed a request with the NRC to approve an indirect transfer of control of Wolf Creek's operating license. We and Great Plains Energy each gained shareholder approval of the proposed merger on November 21, 2017. Also, we and Great Plains Energy received early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on December 12, 2017.

The amended and restated merger agreement provides that Great Plains Energy may be required to pay us a termination fee of$190.0 million if the agreement is terminated due to (i) failure to receive regulatory approval prior to July 10, 2018, subject to an extension ofup to six months, (ii) a non-appealable regulatory order enjoining the merger or (iii) Great Plains Energy's failure to close after all conditions precedent to closing have been satisfied. In addition, we may be required to pay Great Plains Energy a termination fee of$190.0 million if the agreement is terminated by us under certain circumstances, such as entering into a definitive acquisition agreement with respect to a superior proposal. Similarly, Great Plains Energy may be required to pay us a termination fee of $190.0 million if the agreement is terminated by Great Plains Energy under certain circumstances, such as entering into a definitive acquisition agreement with respect to a superior proposal.

In connection with the merger, we have incurred, and expect to incur additional, merger-related expenses. These expenses are included in our selling, general, and administrative expenses. For the years ended December 31, 2017 and 2016, we incurred approximately $10.8 million and $10.2 million of merger-related expenses. In the event that the merger is consummated, we expect total merger-related expenses will be approximately $45.0 million.

See also Note 16, "Legal Proceedings," for more information on litigation related to the merger.

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4. RATE MATTERS AND REGULATION Regulatory Assets and Regulatory Liabilities Regulatory assets represent incurred costs that have been deferred because they are probable of future recovery in customer prices. Regulatory liabilities represent probable future reductions in revenue or refunds to customers through the price setting process. Regulatory assets and liabilities reflected on our consolidated balance sheets are as follows.

As ofDecember 31, 2017 2016 (In Thousands)

Regulatory Assets:

Deferred employee benefit costs ................ :............................ $ 393,890 $ 381,129

  • Debt reacquisition costs***********************,******,********:*******,*********' 109,169 115,502:

Depreciation ........................................................................... . 60,598 63,171

  • Asset retirement obligations ....................................s:.i/........... : .: *
  • 42,676 35,487 Analog meter unrecovered investment.. ................................. . 31,545 8,500 Removal costs ................................_....... :.............. :.................. . 30,847 Treasury yield hedges ............................................................. . 24,814 25,927 Retail energy cost adjustment ..................... :........ ,... ,.. :...... :,.~.* 20,741 32,451 Ad valorem tax ....................................................................... . 17,389 17,637 Disallowed plant costs ................................ ,......... :................ ,: 15,249 15,453 La Cygne environmental costs ............................................... . 13,295 14,370 Energy efficiency program costs., ..._.***********:*******; .. *",**,*** .. ***:*
  • 8,096 7,09.7 Wolf Creek outage.................................................................. . 6,967 20,316 Amounts due from customers for future income faxes, net'.~ ..
  • 124,020 Other regulatory assets ........................................................... . 9,623 18,802 Total regulatory assets .... , .............. ,.....................::.,, .... i'..... $. 784,89~ $ 879,862

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Regulatory Liabilities:

Income taxes, net..................................................................... $ 845,240 $

Deferred regulatory gain from sale leaseback ..... :... :"...... , .......*. .,* 64,569 70,065 Nuclear decommissioning ...................................................... . 55,531 34,094 Pension and-other post-retirement benefits costs ... ,..... :...... ;..._ 48)56 37,,172-Jurisdictional allowance for funds used during construction .. 31,707 33,119 La Cygne leasehold dismantling costs ..... :.. ,..........*.............. ::. 29,552 27,742' Kansas tax credits ................................................................... . 16,844 13,142 Purchase power agreement. .... :..... ,........:****::..:,...,.,,_.............*..*. , 8,~23, 9,265, Removal costs ........................................................................ . 5,663 Other regulatory liabilities .................................... ,, ............. ,.. :* 4,954. 9,191 Total regulatory liabilities .. .. .... ... ...... .. .. .. .... .. .. .. .. .... .. .. .. .. .. . $ 1,105,576 $ 239,453

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Below we summarize the nature and period ofrecovery for each of the regulatory assets listed in the table above.

  • Deferred empioyee benefit costs: Includes $374.2 million for pension and post-retirement benefit obligations and $19. 7 million for actual pension expense in excess of the amount of such expense recognized in setting our prices. The increase in regulatory assets for pension and post-retirement benefit obligations from 2016 to 2017 is attributable primarily to a decrease in the discount .rates used to calculate our and Wolf Creek's pension benefit obligations. During 2018, we will amortize to expense approximately $33.5 million of the benefit obligations and approximately $6.8 million of the excess pension expense. We are amortizing the excess pension expense over a five-year period. We do not earn a return on this asset.

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  • Debt reacquisition costs: Includes costs incurred to reacquire and refinance debt. These costs are amortized over the term of the new debt. We do not earn a return on this asset.
  • Depreciation: Represents the difference between regulatory depreciation expense and depreciation expense we record for financial reporting purposes. We earn a return on this asset and amortize the difference over the life of the related plant.
  • Asset retirement obligations: Represents amounts associated with our AROs as discussed in Note 15, "Asset Retirement Obligations." We recover these amounts over the life of the related plant.

We do not earn a return on this asset.

Analog meter unrecovered investment: Represents the deferral ofunrecovered investment of analog meters retired between October 2015 and the next general rate review. Once these amounts are included in base rates established in our next general rate review, we will amortize these amounts over a five-year period and will not earn a return on this asset.

  • Removal costs: Represents amounts spent, but not yet collected, to dispose of plant assets. This asset will decrease as removal costs are collected in our prices. We do not earn a return on this asset.

Treasury yield hedges: Represents the effective portion of treasury yield hedge transactions. This amount will be amortized to interest expense over the term of the related debt. We do not earn a return on this asset.

  • Retail energy cost adjustment: We are allowed to adjust our retail prices to reflect changes in the cost of fuel and purchased power needed to serve our customers. This item represents the actual cost of fuel consumed in producing electricity and the cost of purchased power in excess of the amounts we have collected from customers. We expect to recover in our prices this shortfall over a one-year period. We do not earn a return on this asset.

Ad valorem tax: Represents actual costs incurred for property taxes in excess of amounts collected in our prices. We expect to recover these amounts in our prices over a one-year period. We do not earn a return on this asset.

Disallowed plant costs: Originally there was a decision to disallow certain costs related to the Wolf Creek plant. Subsequently, in 1987, the KCC revised its original conclusion and provided for recovery of an indirect disallowance with no return on investment. This regulatory asset represents the present value of the future expected revenues to be provided to recover these costs, net of the amounts amortized.

La Cygne environmental costs: Represents the deferral of depreciation and amortization expense and associated carrying charges related to the La Cygne Generating Station (La Cygne) environmental project from the in-service date until late October 2015, the effective date of our state general rate review. This amount will be amortized over the life of the related asset. We earn a return on this asset.

  • Energy efficiency program costs: We accumulate and defer for future recovery costs related to our various energy efficiency programs. We will amortize such costs over a one-year period. We do not earn a return on this asset.

Wolf Creek outage: We defer the expenses associated with Wolf Creek's scheduled refueling and maintenance outages and amortize these expenses during the period between planned outages. We do not earn a return on this asset.

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  • Amounts due from customers for future income taxes, net: In accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset, net of the regulatory liability, for these amounts. We also have recorded a regulatory liability for our obligation to customers for income taxes recovered in earlier periods when corporate income tax rates were higher than current income tax rates. This benefit will be returned to customers as these temporary differences reverse in future periods. We do not earn a return on this net asset.
  • Other regulatory assets: Includes various regulatory assets that individually are small in relation to the total regulatory asset balance. Other regulatory assets have various recovery periods. We do not earn a return on any of these assets.

Below we summarize the nature and period of amortization for each of the regulatory liabilities listed in the table above.

  • Income taxes, net: We have recorded a regulatory liability for our obligation to reduce the prices charged to customers for deferred income taxes recovered from customers in earlier periods when corporate income tax rates were higher than current income tax rates under TCJA. Most of this regulatory liability is related to depreciation and will be returned to customers over the life of the applicable property. Also, in accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain accelerated income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset for these amounts, which is offset against the regulatory liability.
  • Deferred regulatory gain from sale leaseback: Represents the gain KGE recorded on the 1987 sale and leaseback of its 50% interest in La Cygne unit 2. We amortize the gain over the lease term.

Nuclear decommissioning: We have a legal obligation to decommission Wolf Creek at the end of its useful life. This amount represents the difference between the fair value of the assets held in a decommissioning trust and the amount recorded for the accumulated accretion and depreciation expense associated with our ARO. See Notes 5, 6 and 15, "Financial Instruments and Trading Securities," "Financial Investments" and "Asset Retirement Obligations," respectively, for information regarding our nuclear decommissioning trust (NDT) and our ARO.

  • Pension and other post-retirement benefits costs: Includes $12.6 million for pension and post-retirement benefit obligations and $35.7 million for pension and post-retirement expense recognized in setting our prices in excess of actual pension and post-retirement expense. During 2018, we will amortize to expense approximately $0.3 million of the benefit obligations and approximately

$3.4 million of the excess pension and post-retirement expense recognized in setting our prices. We will amortize the excess pension and post-retirement expense over a five-year period.

Jurisdictional allowance for funds used during construction: This item represents AFUDC that is accrued subsequent to the time the associated construction charges are included in our prices and prior to the time the related assets are placed in service. The AFUDC is amortized to depreciation expense over the useful life of the asset that is placed in service.

La Cygne leasehold dismantling costs: We are contractually obligated to dismantle a portion of La Cygne unit 2. This item represents amounts collected but not yet spent to dismantle this unit and the obligation will be discharged as we dismantle the unit.

  • Kansas tax credits: This item represents Kansas tax credits on investments in utility plant. Amounts will be credited to customers subsequent to their realization over the remaining lives of the utility plant giving rise to the tax credits.

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Purchase power agreement: This item represents the amount included in retail electric rates from customers in excess of the costs incurred by us under the purchase power agreement with Westar Generating. We amortize the amount over a three-year period.

  • Removal costs: Represents amounts collected, but not yet spent, to dispose of plant assets. This liability will be discharged as removal costs are incurred.

Other regulatory liabilities: Includes various regulatory liabilities that individually are relatively small in relation to the total regulatory liability balance. Other regulatory liabilities will be credited over various periods.

KCC Proceedings General and Abbreviated Rate Reviews In February 2018, we filed an application with the KCC to update our prices to include, among other things, costs associated with the completion of Western Plains Wind Farm; expiration of wholesale contracts currently reflected in retail prices as offsets to retail cost of service; expiring production tax credits from initial wind investments; and an updated depreciation study. This application also includes savings due to the recently passed TCJA, savings achieved from refinancing debt, and savings from the proposed merger with Great Plains Energy. If approved we estimate the new prices will decrease our annual revenues by approximately $2.0 million in September 2018, followed by an increase in our annual revenues of

$54.0 million in February 2019. We expect the KCC to issue an order on our request by September 2018.

In January 2018, the KCC issued an order to investigate the effect of the TCJA on regulated utilities. The KCC stated the passage of the TCJA has the potential to significantly reduce the cost of service for utilities, and it may impact the regulatory assets and liabilities of Kansas utilities. Therefore, beginning in January 2018, the KCC directed all regulated electric public utilities that are taxable at the corporate level, to accrue monthly, in a deferred revenue account, the portion of its revenue representing the difference between: (1) the cost of service as approved by the KCC in its most recent rate review; and (2) the cost of service that would have resulted had the provision for federal corporate income taxes been based upon the corporate tax rate approved in the TCJA. The KCC also gave notice to taxable utilities operating in Kansas that the portion of their regulated revenue stream that reflects higher corporate tax rates should be considered interim and subject to refund, with interest. When the KCC's evaluation of the impact of the TCJA is complete, ifit is determined that a retail price decrease is proper and would have been proper as of the effective date of the TCJA, these amounts will be returned to customers.

In June 2017, the KCC issued an order in our abbreviated rate review allowing us to adjust our prices to include capital costs related to La Cygne environmental upgrades, investment to extend the life of Wolf Creek, costs related to programs to improve grid resiliency and costs associated with investments in other environmental projects during 2015. The new prices were effective June 2017 and are expected to increase our annual retail revenues by approximately $16.4 million.

In September 2015, the KCC issued an order in our state general rate review allowing us to adjust our prices to include, among other things, additional investment in La Cygne environmental upgrades and investment to extend the life of Wolf Creek. The new prices were effective late October 2015 and are expected to increase our annual retail revenues by approximately $78.3 million.

Environmental Costs In October 2015, in connection with the state general rate review, we agreed to no longer make annual filings with the KCC to adjust our prices to include costs associated with investments in air quality equipment made during the prior year. The existing balance of costs associated with these investments were rolled into our base prices. In the future, we will need to seek approval from the KCC for individual projects. In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately $10.8 million effective in June 2015.

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Transmission Costs We make annual filings with the KCC to adjust our prices to include updated transmission costs as reflected in our transmission formula rate (TFR) discussed below. In the most recent three years, the KCC issued orders related to such filings allowing us to increase our annual retail revenues by approximately:

  • $12. 7 million effective in April 201 7;

$7.0 million effective in April 2016; and

$7.2 million effective in April 2015.

In June 2016, the KCC approved an order allowing us to adjust our retail prices to include updated transmission costs as reflected in the TFR, along with the reduced return on equity (ROE) as described below. The updated prices were retroactively effective April 2016. We began refunding our previously-recorded refund obligation in 2016 and as of December 31, 2016, we had a remaining refund obligation of $1.3 million, which is included in current regulatory liabilities on our balance sheet. As of December 31, 2017, we have fully refunded this obligation.

Property Tax Surcharge We make annual filings with the KCC to adjust our prices to include the cost incurred for property taxes. In October 2015, in connection with the state general rate review, the existing balance of costs incurred for property taxes were rolled into our base prices. In the most recent four years, the KCC issued orders related to such filings allowing us to adjust our annual retail revenues by approximately:

  • $0.2 million decrease effective in January 2018;

$26.8 million decrease effective in January 2017;

$5.0 million increase effective in January 2016; and

$4.9 million increase effective in January 2015.

FERC Proceedings In October of each year, we post an updated TFR that includes projected transmission capital expenditures and operating costs for the following year. This rate provides the basis for our annual request with the KCC to adjust our retail prices to include updated transmission costs as noted above. In the most recent four years, we posted our TFR, which was expected to adjust our annual transmission revenues by approximately:

$25.5 million increase effective in January 2018;

$29.6 million increase effective in January 2017;

$24.0 million increase effective in January 2016; and

$4.6 million decrease effective in January 2015.

In March 2016, the FERC approved a settlement reducing our base ROE used in determining our TFR. The settlement resulted in an ROE of 10.3%, which consists of a 9.8% base ROE plus a 0.5% incentive ROE for participation in a regional transmission organization (RTO). The updated prices were retroactively effective January 2016. This adjustment also reflected estimated recovery of increased transmission capital expenditures and operating costs. We began refunding our previously recorded refund obligation in 2016 and as of December 31, 2016, we had a remaining refund obligation of $1.2 million, which is included in current regulatory liabilities on our balance sheet. As of December 31, 2017, we have fully refunded this obligation.

5. FINANCIAL INSTRUMENTS AND TRADING SECURITIES Values of Financial Instruments GAAP establishes a hierarchical framework for disclosing the transparency of the inputs utilized in measuring assets and liabilities at fair value. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy levels. In addition, we measure certain investments that do not have a readily determinable fair value at net asset value (NAV), which are not included in the fair value hierarchy. Further explanation of these levels and NAV is summarized below.

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Level 1 - Quoted prices are available in active markets for identical assets or liabilities. The types of assets and liabilities included in level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on public exchanges.

  • Level 2 - Pricing inputs are not quoted prices in active markets, but are either directly or indirectly observable.

The types of assets and liabilities included in level 2 are typically liquid investments in funds that have a readily determinable fair value calculated using daily NAVs, other financial instruments that are comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or other financial instruments priced with models using highly observable inputs.

  • Level 3 - Significant inputs to pricing have little or no transparency. The types of assets and liabilities included in level 3 are those with inputs requiring significant management judgment or estimation.

Net Asset Value - Investments that do not have a readily determinable fair value are measured at NAV. These investments do not consider the observability of inputs, therefore, they are not included within the fair value hierarchy. We include in this category investments in private equity, real estate and alternative investment funds that do not have a readily determinable fair value. The underlying alternative investments include collateralized debt obligations, mezzanine debt and a variety of other investments.

We record cash and cash equivalents, short-term borrowings and variable-rate debt on our consolidated balance sheets at cost, which approximates fair value. We measure the fair value of fixed-rate debt, a level 2 measurement, based on quoted market prices for the same or similar issues or on the current rates offered for instruments of the same remaining maturities and redemption provisions. The recorded amount of accounts receivable and other current financial instruments approximates fair value.

We measure fair value based on information available as of the measurement date. The following table provides the carrying values and measured fair values of our fixed-rate debt.

As of December 31, 2017 As of December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value (In Thousands)

Fixed-rate debt..................... $ 3,605,000 $ 3,888,620 $ 3,430,000 $ 3,597,441 Fixed-rate debt ofVIEs ....... . 109,967 110,756 137,962 139,733 77

Recurring Fair Value Measurements The following table provides the amounts and their corresponding level of hierarchy for our assets that are measured at fair value.

As of December 31, 2017 Level I Level2 Level 3 NAV Total (In Thousands)

Nuclear Decommissioning Trust:

Domestic equity funds .......................................... $ $ 68,658 $ $ 5,142 $ 73,800 International equity funds ..................................... 47,908 47,908 Core bond fund ..................................................... 33,250 33,250 High-yield bond fund ............................................ 18,089 18,089 Emerging markets bond fund ................................ 17,345 17,345 Combination debt/equity/other fund ..................... 14,125 14,125 Alternative investments fund ................................ 21,669 21,669 Real estate securities fund ..................................... 10,806 10,806 Cash equivalents ................................................... 110 110 Total Nuclear Decommissioning Trust ..... 110 199,375 37,617 237,102 Trading Securities:

Core bond fund ..................................................... 27,324 27,324 Combination debt/equity/other fund ..................... 6,831 6,831 Cash equivalents ................................................... 156 156 Total Trading Securities ............................ 156 34,155 34,311 Total Assets Measured at Fair Value ....................................... $ 266 $ 233,530 $ $ 37,617 $ 271,413 As of December 31, 2016 Level 1 Level 2 Level 3 NAV Total (In Thousands)

Nuclear Decommissioning Trust:

Domestic equity funds .......................................... $ $ 56,312 $ $ 5,056 $ 61,368 International equity funds ..................................... 35,944 35,944 Core bond fund .................................................... : 27,423 27,423 High-yield bond fund ............................................ 18,188 18,188 Emerging markets bond fund ................................ 14,738 14,738 Combination debt/equity/other fund ..................... 13,484 13,484 Alternative investments fund ................................ 18,958 18,958 Real estate securities fund ..................................... 9,946 9,946 Cash equivalents ................................................... 73 73 Total Nuclear Decommissioning Trust ..... 73 166,089 33,960 200,122 Trading Securities:

Domestic equity funds .......................................... 18,364 18,364 International equity fund ....................................... 4,467 4,467 Core bond fund ..................................................... 11,504 11,504 Cash equivalents ................................................... 156 156 Total Trading Securities ............................ 156 34,335 34,491 Total Assets Measured at Fair Value ....................................... $ 229 $ 200,424 $ $ 33,960 $ 234,613 78

Some of our investments in the NDT are measured at NAV and do not have readily determinable fair values. These investments are either with investment companies or companies that follow accounting guidance consistent with investment companies. In certain situations, these investments may have redemption restrictions. The following table provides additional information on these investments.

As of December 31, 2017 As ofDecember 31, 2016 As of December 31, 2017 Unfunded Unfunded Redemption Length of Fair Value Commitments Fair Value Commitments Frequency Settlement (In Thousands)

Nuclear Decommissioning Trust:

Domestic equity funds .................... $ 5,142 $ 2,808 $ 5,056 $ 3,529 (a) (a)

Alternative investments fund (b)..... 21,669 18,958 Quarterly 65 days Real estate securities fund (b) ......... 10,806 9,946 Quarterly 65 days Total .............................................. $ 37,617 $ 2,808 $ 33,960 $ 3,529

(a) This investment is in four long-term private equity funds that do not permit early withdrawal. Our 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. Our initial investment in the fourth fund occurred in the second quarter of 2016. This 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.

(b) There is a holdback on final redemptions.

Derivative Instruments Price Risk We use various types of fuel, including coal, natural gas, uranium and diesel to operate our plants and also purchase power to meet customer demand. Our prices and consolidated financial results are exposed to market risks from commodity price changes for electricity and other energy-related products as well as from interest rates. Volatility in these markets impacts our costs of purchased power, costs of fuel for our generating plants and our participation in energy markets. We strive to manage our customers' and our exposure to market risks through regulatory, operating and financing activities and, when we deem appropriate, we economically hedge a portion of these risks through the use of derivative financial instruments for non-trading purposes.

Interest Rate Risk We have entered into numerous fixed and variable rate debt obligations. For details, see Note 10, "Long-Term Debt."

We manage our interest rate risk related to these debt obligations by limiting our exposure to variable interest rate debt, diversifying maturity dates and entering into treasury yield hedge transactions. We may also use other financial derivative instruments such as interest rate swaps.

6. FINANCIAL INVESTMENTS We report our investments in equity and debt securities at fair value and use the specific identification method to determine their realized gains and losses. We classify these investments as either trading securities or available-for-sale securities as described below.

Trading Securities We hold equity and debt investments that we classify as trading securities in a trust used to fund certain retirement benefit obligations. These obligations totaled $27.4 million and $26.8 million as of December 31, 2017 and 2016, respectively.

For additional information on our benefit obligations, see Note 12, "Employee Benefit Plans."

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As of December 31, 2017 and 2016, we measured the fair value of trust assets at $34.3 million and $34.5 million, respectively. We include unrealized gains or losses on these securities in investment earnings on our consolidated statements of income. For the years ended December 31, 2017, 2016 and 2015, we recorded unrealized gains of $4.0 million, $2.5 million and $0.4 million, respectively, on assets still held.

Available-for-Sale Securities We hold investments in a trust for the purpose of funding the decommissioning of Wolf Creek. We have classified these investments as available-for-sale and have recorded all such investments at their fair market value as of December 31, 2017 and 2016.

Using the specific identification method to determine cost, we realized no gain or loss on our available-for-sale securities in 2017. We realized a loss on our available-for-sale securities of$1.5 million and $0.9 million in 2016 and 2015, respectively. We record net realized and unrealized gains and losses in regulatory liabilities on our consolidated balance sheets.

This reporting is consistent with the method we use to account for the decommissioning costs we recover in our prices. Gains or losses on assets in the trust fund are recorded as increases or decreases, respectively, to regulatory liabilities and could result in lower or higher funding requirements for decommissioning costs, which we believe would be reflected in the prices paid by our customers.

The following table presents the cost, gross unrealized gains and losses, fair value and allocation of investments in the NDT fund as of December 31, 2017 and 2016.

Gross Unrealized Security Type Cost Gain Loss Fair Value Allocation (Dollars In Thousands)

As of December 31, 2017:

Domestic equity funds ............... $ 67,348 $ 7,187 $ (735) $ 73,800 31%

International equity funds .......... 36,324 11,584 47,908 20%

Core bond fund .......................... 33,381 (131) 33,250 14%

High-yield bond fund ................. 17,989 100 18,089 8%

Emerging markets bond fund ..... 17,449 (104) 17,345 7%

Combination debt/equity/other fund ......................................... 8,311 5,814 14,125 6%

Alternative investments fund ..... 15,000 6,669 21,669 9%

Real estate securities fund .......... 9,500 1,306 10,806 5%

Cash equivalents ........................ 110 110 <1%

Total .................................... $ 205,412 $ 32,660 $ (970) $ 237,102 100%

As of December 31, 2016:

Domestic equity funds ............... $ 53,192 $ 8,295 $ (119) $ 61,368 31%

International equity funds .......... 34,502 2,075 (633) 35,944 18%

Core bond fund .......................... 27,952 (529) 27,423 14%

High-yield bond fund ................. 18,358 (170) 18,188 9%

Emerging markets bond fund ..... 16,397 (1,659) 14,738 7%

Combination debt/ equity/other fund ......................................... 9,171 4,313 13,484 7%

Alternative investments fund ..... 15,000 3,958 18,958 9%

Real estate securities fund .......... 9,500 446 9,946 5%

Cash equivalents ........................ 73 73 <1%

Total .................................... $ 184,145 $ 19,087 $ (3,110) $ 200,122 100%

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The following table presents the fair value and the gross unrealized losses of the available-for-sale securities held in the NDT fund aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 201 7 and 2016.

Less than 12 Months 12 Months or Greater Total Gross Gross Gross Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses (In Thousands)

As of December 31, 2017:

Domestic equity funds .............. $ 1,784 $ (362) $ 1,871 $ (373) $ 3,655 $ (735)

Core bond fund ......................... 33,250 (131) 33,250 (131)

Emerging markets bond fund ... 17,345 (104) 17,345 (104)

Total. .................................. $ 19,129 $ (466) $ 35,121 $ (504) $ 54,250 $ (970)

As of December 31, 2016:

Domestic equity funds .............. $ 1,788 $ (119) $ $ $ 1,788 $ (119)

International equity funds ......... 7,489 (633) 7,489 (633)

Core bond fund ......................... 27,423 (529) 27,423 (529)

High-yield bond fund ............... 18,188 (170) 18,188 (170)

Emerging markets bond fund ... 14,738 (1,659) 14,738 (1,659)

Total. .................................. $ 29,211 $ (648) $ 40,415 $ (2,462) $ 69,626 $ (3,110)

7. PROPERTY, PLANT AND EQUIPMENT The following is a summary of our property, plant and equipment balance.

As of December 31, 2017 2016 (In Thousands)

Electric plant in service.......................................... $ 12,954,247 $ 11,986,046 Electric plant acquisition adjustment..................... 739,037 802,318 Accumulated depreciation...................................... (4,651,748) (4,404,977) 9,041,536 8,383,387 Construction work in progress .............................. . 434,927 773,095 Nuclear fuel, net .................................................... . 71,426 61,952 Plant to be retired, net (a) ..................................... .. 5,866 29,925 Net property, plant and equipment.................. $ 9,553,755 $ 9,248,359

==

(a) Represents the planned retirement of analog meters prior to the end of their remaining useful lives due to modernization of meter technology. See Note 4, "Rate Matters and Regulation," for additional information.

The following is a summary of property, plant and equipment ofVIEs.

As ofDecember 31, 2017 2016 (In Thousands)

Electric plant ofVIEs ............................................ $ 392,100 $ 497,999 .

Accumulated depreciation ofVIEs ...................... .. (215,821) (240,095)

Net property, plant and equipment ofVIEs .... $ 176,279 $ 257,904

==

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We recorded depreciation expense on property, plant and equipment of $350.0 million in 2017, $316.7 million in 2016 and $287.9 million in 2015. Approximately $8.3 million, $9.5 million and $9.6 million of depreciation expense in 2017, 2016 and 2015, respectively, was attributable to property, plant and equipment ofVIEs.

8. JOINT OWNERSHIP OF UTILITY PLANTS Under joint ownership agreements with other utilities, we have undivided ownership interests in four electric generating stations. Energy generated and operating expenses are divided on the same basis as ownership with each owner reflecting its respective costs in its statements of income and each owner responsible for its own financing. Information relative to our ownership interests in these facilities as of December 31, 2017, is shown in the table below.

In-Service Accumulated Construction Net Ownership Plant Dates Investment Depreciation Work in Progress MW Percentage (Dollars in Thousands)

La Cygne unit 1 (a) ...... June 1973 $ 639,265 $ 171,749 $ 29,511 368 50 JEC unit 1 (a) ............... July 1978 843,945 207,358 1,703 670 92 JEC unit 2 (a) ............... May 1980 577,590 206,041 2,190 672 92 JEC unit 3 (a) ............... May 1983 740,467 337,941 17,995 659 92 Wolf Creek (b) ............. Sept. 1985 1,867,487 819,772 90,184 552 47 State Line (c) ............... June 2001 112,679 66,858 454 196 40 Total ...................... $ 4,781,433 $ 1,809,719 $ 142,037 3,117 (a) Jointly owned with Kansas City Power & Light Company (KCPL). Our 8% leasehold interest in Jeffrey Energy Center (JEC) is reflected in the net megawatts (MW) and ownership percentage provided above.

(b) Jointly owned with KCPL and Kansas Electric Power Cooperative, Inc.

(c) Jointly owned with Empire District Electric Company.

We include in operating expenses on our consolidated statements of income our share of operating expenses of the above plants. Our share of fuel expense for the above plants is generally based on the amount of power we take from the respective plants. Our share of other transactions associated with the plants is included in the appropriate classification on our consolidated financial statements.

In addition, we consolidate a VIE that holds our 50% leasehold interest in La Cygne unit 2, which represents 331 MW of net capacity. The VIE's investment in the 50% interest was $392.1 million and accumulated depreciation was $215.8 million as of December 31, 2017. We include these amounts in property, plant and equipment of VIEs, net on our consolidated balance sheets. See Note 18, "Variable Interest Entities," for additional information about VIEs.

9. SHORT-TERM DEBT In December 2017, Westar Energy extended the term of the $270.0 million revolving credit facility to terminate in February 2019. So long as there is no default under the facility, Westar Energy may increase the aggregate amount of borrowings under the facility to $400.0 million, subject to lender participation. All borrowings under the facility are secured by KGE first mortgage bonds. As of December 31, 2017 and 2016, Westar Energy had no borrowed amounts or letters of credit outstanding under this revolving credit facility.

In September 2015, Westar Energy extended the term of its $730.0 million revolving credit facility to terminate in September 2019, $20.7 million of which expired in September 2017. As long as there is no default under the facility, Westar Energy may extend the facility up to an additional year and may increase the aggregate amount of borrowings under the facility to $1.0 billion, both subject to lender participation. All borrowings under the facility are secured by KGE first mortgage bonds.

As of December 31, 2017, no amounts had been borrowed and $11. 8 million of letters of credit had been issued under this revolving credit facility. As of December 31, 2016, no amounts had been borrowed and $12.3 million ofletters of credit had been issued under this revolving credit facility.

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Westar Energy maintains a commercial paper program pursuant to which it may issue commercial paper up to a maximum aggregate amount outstanding at any one time of$1.0 billion. This program is supported by and cannot exceed the capacity under Westar Energy's revolving credit facilities. Maturities of commercial paper issuances may not exceed 365 days from the date of issuance and proceeds from such issuances will be used to temporarily fund capital expenditures, to redeem debt on an interim basis, for working capital and/or for other general corporate purposes. Westar Energy had $275.7 million and $3 66. 7 million of commercial paper issued and outstanding as of December 31, 2017 and 2016, respectively.

In addition, total combined borrowings under Westar Energy's commercial paper program and revolving credit facilities may not exceed $1.0 billion at any given time. The weighted average interest rate on short-term borrowings outstanding as of December 31, 2017 and 2016, was 1.83% and 0.96%, respectively. Additional information regarding our short-term debt is as follows.

Year Ended December 31, 2017 2016 (Dollars in Thousands)

Weighted average short-term debt outstanding ........................................... $ 306,245 $ 284,700 Weighted daily average interest rates, excluding fees ................................ . 1.29% 0.78%

Our interest expense on short-term debt was $5.2 million in 2017, $3.6 million in 2016 and $3.0 million in 2015.

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10. LONG-TERM DEBT Outstanding Debt The following table summarizes our long-term debt outstanding.

As of December 31, 2017 2016 (In Thousands)

Westar Energy First mortgage bond series:

5.15% due 2017 ................................................................................................................... . $ $ 125,000 5.10% due 2020 ................................................................................................................... . 250,000 250,000 3.25% due 2025 ................................................................................................................... . 250,000 250,000 2.55% due 2026 ................................................................................................................... . 350,000 350,000 3.10% due2027 ................................................................................................................... . 300,000 4.125% due 2042 ................................................................................................................. . 550,000 550,000 4.10% due 2043 ................................................................................................................... . 430,000 430,000 4.625% due 2043 ................................................................................................................. . 250,000 250,000 4.25% due 2045 .................................................................................................................. .. 300,000 300,000 21680,000 2 505,000 Pollution control bond series:

Variable due 2032, 1.92% as of December 31, 2017; 1.14% as of December 31, 2016 ..... . 45,000 45,000 Variable due 2032, 1.94% as of December 31, 2017; 1.32% as of December 31, 2016 ..... . 30,500 30 500 75,500 75,500 KGE First mortgage bond series:

6.70% due 2019 ................................................................................................................... . 300,000 300,000 6.15% due 2023 ................................................................................................................... . 50,000 50,000 6.53% due 2037 ................................................................................................................... . 175,000 175,000 6.64% due 2038 ................................................................................................................... . 100,000 100,000 4.30% due 2044 .............................................................. ***:************* .. ************ ...................... . 250 000 250 000 875,000 875,000 Pollution control bond series:

Variable due 2027, 2.00% as of December 31, 2017; 1.46% as of December 31, 2016 .... .. 21,940 21,940 2.50% due 2031 .................................................................................................................. .. 50,000 50,000 Variable due 2032, 2.00% as of December 31, 2017; 1.46% as of December 31, 2016 ..... . 14,500 14,500 Variable due 2032, 2.00% as of December 31, 2017; 1.46% as ofDecember 31, 2016 ..... . 10 000 10 000 96,440 96440 Total long-term debt ...................................................................................................................... . 3,726,940 3,551,940 Unamortized debt discount (a) ...................................................................................................... . (10,925) (10,358)

Unamortized debt issuance expense (a) ....................................................................................... .. (28,460) (27,912)

Long-term debt due within one year ............................................................................................. . (125,0002 Long-tenn debt, net .............................................................................................................. . $ 3,687,555 $ 3,388,670 Variable Interest Entities 5.92% due 2019 (b) ...............................................................,.............., ................................. $ $ 1,157 2.398% due 2021 (b) ............................................................................................................. _ _ _..;;..c.;'-"-""'""

109 967 136 805 Total long-term debt of variable interest entities .......................................................................... . 109,967 137,962 Unamortized debt premium (a) .................................................................................................... .. 89 Long-term debt of variable interest entities due within one year .................................................. _ _ _..._=-"""""- (28,5342 (26 18422 Long-term debt of variable interest entities, net ................................................................... =$====::::::=====

81 433 $ I l1,2Q2 (a) We amortize debt discounts and issuance expense to interest expense over the term of the respective issues.

(b) Portions of our payments related to this debt reduce the principal balances each year until maturity.

The Westar Energy and KGE mortgages each contain provisions restricting the amount of first mortgage bonds (FMBs) that could be issued by each entity. We must comply with such restrictions prior to the issuance of additional first mortgage bonds or other secured indebtedness.

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The amount of Westar Energy FMBs authorized by its Mortgage and Deed of Trust, dated July 1, 1939, as supplemented, is subject to certain limitations as described below. The amount ofKGE FMBs authorized by the KGE Mortgage and Deed of Trust, dated April 1, 1940, as supplemented and amended, is limited to a maximum of$3.5 billion, unless amended further. FMBs are secured by utility assets. Amounts of additional bonds that may be issued are subject to property, earnings and certain restrictive provisions, except in connection with certain refundings, of each mortgage. As of December 31, 2017, approximately $929. 7 million principal amount of additional FMBs could be issued under the most restrictive provisions in Westar Energy's mortgage. As of December 31, 201 7, approximately $1.5 billion principal amount of additional KGE FMBs could be issued under the most restrictive provisions in KGE's mortgage.

As of December 31, 2017, we had $121.9 million of variable rate, tax-exempt bonds outstanding. While the interest rates for these bonds have been low, we continue to monitor the credit markets and evaluate our options with respect to these bonds.

In March 2017, Westar Energy issued $300.0 million in principal amount ofFMBs bearing a stated interest at 3.10%

maturing April 2027.

In January 2017, Westar Energy retired $125.0 million in principal amount ofFMBs bearing a stated interest at 5.15%

maturing January 2017.

In June 2016, Westar Energy issued $350.0 million in principal amount ofFMBs bearing a stated interest at 2.55% and maturing July 2026. The bonds were issued as "Green Bonds," and all proceeds from the bonds were used in renewable energy projects, primarily the construction of the Western Plains Wind Farm.

Also in June 2016, KGE redeemed and reissued $50.0 million in principal amount pollution control bonds maturing June 2031. The stated rate of the bonds was reduced from 4.85% to 2.50%.

In February 2016, KGE, as lessee to the La Cygne sale-leaseback, effected a redemption and reissuance of

$162.1 million in outstanding bonds held by the trustee of the lease maturing March 2021. The stated interest rate of the bonds was reduced from 5.647% to 2.398%. See Note 18, "Variable Intere~t Entities," for additional information regarding our La Cygne sale-leaseback.

With the exception of Green Bonds, proceeds from issuances were used to repay short-term debt, which was used to purchase capital equipment, to redeem bonds and for working capital and general corporate purposes.

Maturities The principal amounts of our long-term debt maturities as of December 31, 2017, are as follows.

Long-term Year Long-term debt debt of VIEs (In Thousands) 2018 .................................... .. $ $ 28,534 2019 .................................... .. 300,000 30,337 2020 ..................................... . 250,000 32,254 2021 ..................................... . 18,842 2022 ..................................... .

Thereafter ............................ . 3,176,940 Total maturities.............. $ 3,726,940 $ 109,967

=

Interest expense on long-term debt, net of debt AFUDC, was $151. 7 million in 2017, $141.4 million in 2016 and

$152.7 million in 2015. Interest expense on long-term debt ofVIEs was $2.8 million in 2017, $4.2 million in 2016 and

$9.8 million in 2015.

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11. TAXES Income tax expense is comprised of the following components.

Year Ended December 31, 2017 2016 2015 (In Thousands)

Income Tax Expense (Benefit):

Current income taxes:

Federal ............................................................................. $ 126 $ (1,007) $ 327 State ................................................................................ . 359 318 341 Deferred income taxes:

Federal ............................................................................ . 122,757 155,230 124,891 State ................................................................................ . 30,675 32,892 29,484 Investment tax credit amortization .................................... . (2,762) . (2,893) (3,043)

Income tax expense................................................... $ 151,155 $ 184,540 $ 152,000

==

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The tax effect of the temporary differences and carryforwards that comprise our deferred tax assets and deferred tax liabilities are summarized in the following table.

As of December 31, 2017 2016 (In Thousands)

Deferred tax assets:

Tax credit carryforward (a)............................................................. $ 323,518 $ 265,750 Income taxes refundable to customers, net ................................... .. 230,348 Deferred employee benefit costs .................................................... . 95,913 137,337 Net operating loss carryforward (b) ............................................... . 70,041 86,693 Deferred state income taxes .......................................................... .. 63,838 73,294 Alternative minimum tax carryforward (c) ................................... .. 52,187 29,412 Deferred compensation .................................................................. . 21,600 31,981 Deferred regulatory gain on sale-leaseback .................................. .. 17,148 30,868 Accrued liabilities .......................................................................... . 13,193 21,757 La Cygne dismantling costs ........................................................... . 7,840 10,972 Disallowed costs ............................................................................. . 5,800 9,600 Other ............................................................................................... . 45,484 47,200 Total deferred tax assets.............................................................. $ 946,910 $ 744,864 Deferred tax liabilities:

Plant-related.................................................................................... $ 1,483,276 $ 1,925,270 Deferred employee benefit costs ................................................... .. 95,913 137,337 Acquisition premium ..................................................................... .. 76,574 147,868 Deferred state income taxes .......................................................... .. 46,940 61,110 Debt reacquisition costs ................................................................. . 26,539 41,753 Amounts due from customers for future income taxes, net .......... .. 124,020 Other............................................................................................... . 33,411 60,282 Total deferred tax liabilities......................................................... $

1,762,653 $ 2,497,640 Net deferred income tax liabilities ......................................................... $ 815,743 $ 1,752,776 (a) Based on filed tax returns and amounts expected to be reported in current year tax returns (December 31, 2017), we had available federal general business tax credits of$100.0 million and state investment tax credits of$223.5 million. The federal general business tax credits were primarily generated from production tax credits. These tax credits expire beginning in 2020 and ending in 2037. The state investment tax credits expire beginning in 2024 and ending in 2033.

(b) As of December 31, 2017, we had a federal net operating loss carryforward of $181.1 million, which is available to offset federal taxable income and a state net operating loss of$470.4 million, which is available to offset state taxable income. The federal net operating losses will expire beginning in 2032 and ending in 2036 and the state net operating losses will expire beginning in 2020 and ending in 2027.

(c) As of December 31, 2017, we had available an alternative minimwn tax credit carryforward of $52.2 million. This credit is refundable by tax year 2021, if not fully utilized.

The TCJA, which was signed into law in December 2017, significantly reforms the IRC and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including, in general and among other things, a federal corporate income tax rate decrease from 35% to 21 % effective for tax years beginning after December 31, 2017, limiting the deduction for net operating losses, eliminating net operating loss carrybacks for losses after 2017 and eliminating our use of bonus depreciation on new capital investments. As a result, we decreased deferred income tax liabilities by approximately $1.0 billion and made corresponding adjustments to regulatory assets and regulatory liabilities. In addition, in 2017 we decreased non-regulated net deferred income tax assets by approximately $12.2 million and correspondingly recorded an increase in income tax expense, which increased our effective tax rate by 2.5%.

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We have recorded a regulatory liability for our obligation to reduce the prices charged to customers for deferred income taxes recovered from customers in earlier periods when corporate income tax rates were higher than current income tax rates under the TCJA. Most of this regulatory liability is related to depreciation and will be returned to the customer through lower rates over the life of the applicable property. Also, in accordance with various orders, we have reduced our prices to reflect the income tax benefits associated with certain accelerated income tax deductions, thereby passing on these benefits to customers at the time we received them. We believe it is probable that the net future increases in income taxes payable will be recovered from customers when these temporary income tax benefits reverse in future periods. We have recorded a regulatory asset for these amounts, which is offset against the regulatory liability. The income tax-related regulatory assets and liabilities as well as unamortized investment tax credits are also temporary differences for which deferred income taxes have been provided.

Our .effective income tax rates are computed by dividing total federal and state income taxes by the sum of such taxes and net income. The difference between the effective income tax rates and the federal statutory income tax rates are as follows.

Year Ended December 31, 2017 2016 2015 Statutory federal income tax rate .................................................. . 35.0% 35.0% 35.0%

Effect of:

Production tax credits ............................................................ . (6.9) (1.8) (2.1)

State income taxes ................................................................. . 4.1 4.0 4.3 COLI policies ........................................................................ . (3.1) (4.2) (4.4)

Federal income tax rate reduction (TCJA) ........................... .. 2.5 Flow through depreciation for plant-related differences ...... .. 2.3 3.1 2.6 Non-controlling interest ........................................................ . (0.9) (0.9) (0.8)

Share based payments ........................................................... . (0.9) (0.5) (0.1)

Amortization of federal investment tax credits ..................... . (0.6) (0.5) (0.7)

AFUDC equity ...................................................................... . (0.2) (0.8) (0.2)

Other ...................................................................................... . (0.3) 0.4 (0.1)

Effective income tax rate .............................................................. . 31.0% 33.8% 33.5%

We file income tax returns in the U.S. federal jurisdiction as well as various state jurisdictions. The income tax returns we file will likely be audited by the Internal Revenue Service (IRS) or other tax authorities. With few exceptions, the statute of limitations with respect to U.S. federal or state and local income tax examinations by tax authorities remains open for tax year 2014 and forward.

The unrecognized income tax benefits decreased from $2.8 million at December 31, 2016, to $1.7 million at December 31, 2017. The net decrease for unrecognized income tax benefits was primarily attributable to tax positions expected to be taken with respect to potential deductions related to an environmental settlement agreement. We do not expect significant changes in the unrecognized income tax benefits in the next 12 months. A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows:

2017 2016 2015 (In Thousands)

Unrecognized income tax benefits as of January 1 .. .. .... ... .. .... .. .. .. .. ....... .. .... ...... $ 2,766 $ 2,901 $ 3,188 Additions based on tax positions related to the current year ............................. . 165 434 410 Additions for tax positions of prior years .......................................................... . 20 Reductions for tax positions of prior years ........................................................ . (870) (1) (86)

Lapse of statute of limitations ............................................................................ . (361) (568) (611)

Unrecognized income tax benefits as of December 31 ...................................... $

1,720 $ 2,766 $ 2,901

=::::::::::

The amounts of unrecognized income tax benefits that, if recognized, would favorably impact our effective income tax rate, were $1.6 million, $2.7 million and $2.9 million (net of tax) as of December 31, 2017, 2016 and 2015, respectively.

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Interest related to income tax uncertainties is classified as interest expense and accrued interest liability. As of December 31, 2017 and 2016, we had $0.1 million and no amounts accrued for interest on our liability related to unrecognized income tax benefits, respectively. We accrued no penalties at either December 31, 2017 or 2016.

As of December 31, 2017 and 2016, we had recorded $0.4 million and $1.5 million, respectively, for probable assessments of taxes other than income taxes.

12. EMPLOYEE BENEFIT PLANS Pension and Post-Retirement Benefit Plans We maintain a qualified non-contributory defined benefit pension plan covering substantially all of our employees.

For the majority of our employees, pension benefits are based on years of service and an employee's compensation during the 60 highest paid consecutive months out of 120 before retirement. Non-union employees hired after December 31, 2001, and union employees hired after December 31, 2011, are covered by the same defined benefit pension plan; however, their benefits are derived from a cash balance account formula. We also maintain a non-qualified Executive Salary Continuation Plan for the benefit of certain retired executive officers. We have discontinued accruing any future benefits under this non-qualified plan.

The amount we contribute to our pension plan for future periods is not yet known, however, we expect to fund our pension plan each year at least to a level equal to current year pension expense. We must also meet minimum funding requirements under the Employee Retirement Income Security Act, as amended by the Pension Protection Act. We may contribute additional amounts from time to time as deemed appropriate.

In addition to providing pension benefits, we provide certain post-retirement health care and life insurance benefits for substantially all retired employees. We accrue and recover in our prices the costs of post-retirement benefits during an employee's years of service.

As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. See Note 13, "Wolf Creek Employee Benefit Plans," for information about Wolf Creek's benefit plans.

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The following tables summarize the status of our pension and post-retirement benefit plans.

Pension Benefits Post-retirement Benefits As of December 31, 2017 2016 2017 2016 (In Thousands)

Change in Benefit Obligation:

Benefit obligation, beginning of year ......................................... $ 1,012,024 $ 965,193 $ 129,563 $ 126,284 Service cost ................................................................................. 20,874 18,563 1,084 1,084 Interest cost ................................................................................. 42,482 43,723 5,255 5,571 Plan participants' contributions ................................................... 362 395 Benefits paid ............................................................................... (53,704) (63,540) (7,614) (7,697)

Actuarial losses ........................................................................... 83,553 51,482 2,899 3,926 Amendments ............................................................................... (3,397)

Benefit obligation, end of year (a) ....................................... $ 1,105,229 $ 1,012,024 $ 131,549 $ 129,563 Change in Plan Assets:

Fair value of plan assets, beginning of year. ............................... $ 658,474 $ 653,945 $ 115,619 $ 115,416 Actual return on plan assets ........................................................ 88,030 45,181 15,498 7,274 Employer contributions ............................................................... 24,300 20,200 Plan participants' contributions ................................................... 327 356 Benefits paid ............................................................................... (51,472) (60,852) (7,374) (7,427)

Fair value of plan assets, end of year .................................... $ 719,332 $ 658,474 $ 124,070 $ 115,619 Funded status, end of year ................................................................... $ (385,897) $ (353,550) $ (7,479) $ (13,944)

Amounts Recognized in the Balance Sheets Consist of:

Current liability ........................................................................... $ (2,223) $ (2,260) $ (255) $ (284)

Noncurrent liability ..................................................................... (383,674) (351,290) (7,224) (13,660)

Net amount recognized ......................................................... $ (385,897) $ (353,550) $ (7,479) $ (13,944)

Amounts Recognized in Regulatory Assets (Liabilities) Consist of:

Net actuarial loss (gain) .............................................................. $ 299,068 $ 282,462 $ (12,549) $ (7,603)

Prior service cost ......................................................................... 3,231 3,913 2,219 2,674 Net amount recognized ......................................................... $ 302,299 $ 286,375 $ (10,330) $ (4,929)

(a) As of December 31, 2017 and 2016, pension benefits include non-qualified benefit obligations of $27.4 million and $26.8 million, respectively, which are funded by a trust containing assets of$34.3 million and $34.5 million, respectively, classified as trading securities. The assets in the aforementioned trust are not included in the table above. See Notes 5 and 6, "Financial Instruments and Trading Securities" and "Financial Investments," respectively, for additional information regarding these amounts.

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Pension Benefits Post-retirement Benefits As of December 31, 2017 2016 2017 2016 (Dollars in Thousands)

Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets:

Projected benefit obligation........................................................ $ 1,105,229 $ 1,012,024 $ $

Fair value of plan assets.............................................................. 719,332 658,474 Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets:

Accumulated benefit obligation.................................................. $ 989,688 $ 905,661 $ $

Fair value of plan assets ............................................................. . 719,332 658,474 Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets:

Accumulated post-retirement benefit obligation ........................ $ $ $ 131,549 $ 129,563 Fair value of plan assets ............................................................. . 124,070 115,619 Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:

Discount rate .............................................................................. . 3.73% 4.25% 3.68% 4.15%

Compensation rate increase ....................................................... . 4.00% 4.00%

We use a measurement date of December 31 for our pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year's pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate sufficient cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan's projected benefit payments discounted at this rate with the market value of the bonds selected. The decrease in the discount rates used as of December 31, 2017, increased the pension and post-retirement benefit obligations by approximately $79.0 million and $7.0 million, respectively.

We amortize prior service cost on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment. We amortize the net actuarial gain or loss on a straight-line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor. The KCC allows us to record a regulatory asset or liability to track the cumulative difference between current year pension and post-retirement benefits expense and the amount of such expense recognized in setting our prices. We accumulate such regulatory asset or liability between general rate reviews and amortize the accumulated amount as part of resetting our base prices. Following is additional information regarding our pension and post-retirement benefit plans.

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Pension Benefits Post-retirement Benefits Year Ended December 31, 2017 2016 2015 2017 2016 2015 (Dollars in Thousands)

Components of Net Periodic Cost (Benefit):

Service cost ..................................................... $ 20,874 $ 18,563 $ 21,392 $ 1,084 $ 1,084 $ 1,443 Interest cost ..................................................... 42,482 43,723 43,014 5,255 5,571 5,691 Expected return on plan assets ........................ (43,039) (42,653) (40,236) (6,873) (6,835) (6,614)

Amortization of unrecognized:

Prior service costs ..................................... 682 768 520 455 455 455 Actuarial loss (gain), net.. ......................... 21,956 20,577 32,131 (780) (1,118) 379 Net periodic cost (benefit) before regulatory adjustment. .................................................... 42,955 40,978 56,821 (859) (843) 1,354 Regulatory adjustment (a) ............................... 13,425 14,528 6,886 (1,917) (1,922) 4,096 Net periodic cost (benefit) .............................. $ 56,380 $ 55,506 $ 63,707 $ (2,776) $ (2,765) $ 5,450 Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets and Liabilities:

Current year actuarial loss (gain) .................... $ 38,562 $ 48,954 $ (43,459) $ (5,726) $ 3,486 $ (9,576)

Amortization of actuarial (loss) gain .............. (21,956) (20,577) (32,379) 780 1,118 (379)

Current year prior service cost.. ...................... (3,397) 5,730 Amortization of prior service costs ................. (682) (768) (520) (455) (455) (455)

Other adjustments ........................................... 352 Total recognized in regulatory assets and liabilities ....................................................... $ 15,924 $ 24,212 $ (70,276) $ (5,401) $ 4,149 $ (10,410)

Total recognized in net periodic cost and regulatory assets and liabilities ................ $ 72,304 $ 79,718 $ (6,569) $ (8,177) $ 1,384 $ (4,960)

Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost (Benefit):

Discount rate ................................................... 4.25% 4.60% 4.17% 4.15% 4.51% 4.10%

Expected long-term return on plan assets ....... 6.50% 6.50% 6.50% 6.00% 6.00% 6.00%

Compensation rate increase ............................ 4.00% 4.00% 4.00% 4.00% 4.00% 4.00%

(a) The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices.

We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2018.

Pension Post-retirement Benefits Benefits (In Thousands)

Actuarial loss (gain) .............. $ 25,941 $ (539)

Prior service cost ................... 666 455 Total ................................ $ 26,607 $ (84)

We base the expected long-term rate of return on plan assets on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios. We select assumed projected rates ofreturn for each asset class after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, we develop an overall expected rate of return for the portfolios, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets.

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Plan Assets We believe we manage pension and post-retirement benefit plan assets in a prudent manner with regard to preserving principal while providing reasonable returns. We have adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of our strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants. We delegate the management of our pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk oflarge losses, based upon objectives and risk tolerance specified by management, which include allowable and/or prohibited investment types. We measure and monitor investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.

We have established certain prohibited investments for our pension and post-retirement benefit plans. Such prohibited investments include loans to the company or its officers and directors as well as investments in the company's debt or equity securities, except as may occur indirectly through investments in diversified mutual funds. In addition, to reduce concentration of risk, the pension plan will not invest in any fund that holds more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry. This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or its agencies.

Target allocations for our pension plan assets are approximately 39% to debt securities, 39% to equity securities, 12%

to alternative investments such as real estate securities, hedge funds and private equity investments, and the remaining 10% to a fund, which provides tactical portfolio overlay by investing in futures related to debt, equity and foreign currency. Our investments in equity include investment funds with underlying investments in domestic and foreign large-, mid- and small-cap companies, derivatives related to such holdings, private equity investments including late-stage venture investments and other investments. Our investments in debt include core and high-yield bonds. Core bonds are comprised of investment funds with underlying investments in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and other debt securities. High-yield bonds include investment funds with underlying investments in non-investment grade debt securities of corporate entities, obligations of foreign governments and their agencies, private debt securities and other debt securities. Real estate securities consist primarily of funds invested in core real estate throughout the U.S. while alternative funds invest in wide ranging investments including equity and debt securities of domestic and foreign corporations, debt securities issued by U.S. and foreign governments and their agencies, structured debt, warrants, exchange-traded funds, derivative instruments, private investment funds and other investments.

Target allocations for our post-retirement benefit plan assets are 65% to equity securities and 35% to debt securities.

Our investments in equity securities include investment funds with underlying investments primarily in domestic and foreign large-, mid- and small-cap companies. Our investments in debt securities include a core bond fund with underlying investments in investment grade debt securities of domestic and foreign corporate entities, obligations of U.S. and foreign governments and their agencies, private placement securities and other investments.

Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the pension and post-retirement benefits trusts may buy and sell investments resulting in changes within the hierarchy.

See Note 5, "Financial Instruments and Trading Securities," for a description of the hierarchal framework.

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The following table provides the fair value of our pension plan assets and the corresponding level of hierarchy as of December 31, 2017 and 2016.

As of December 31, 2017 Level 1 Level 2 Level 3 NAV Total (In Thousands)

Assets:

Domestic equity funds .................................... $ $ 188,850 $ $ 23,896 $ 212,746 International equity fund ................................. 98,646 98,646 Emerging market equity fund ......................... 26,804 26,804 Domestic bond fund ........................................ 100,687 100,687 Core bond fund ............................................... 98,874 98,874 High-yield bond fund ...................................... 31,692 31,692 Emerging market bond fund ........................... 25,959 25,959 Combination debt/equity/other fund ............... 36,167 36,167 Alternative investment fund ........................... 48,906 48,906 Real estate securities fund .............................. 34,421 34,421 Cash equivalents ............................................. 4,430 4,430 Total Assets Measured at Fair Value.................... $ $ 612,109 $ $ 107,223 $ 719,332 As of December 31, 2016 Level 1 Level 2 Level 3 NAV Total Assets: (In Thousands)

Domestic equity funds .................................... $ $ 168,407 $ $ 23,580 $ 191,987 International equity fund ................................. 83,738 83,738 Emerging market equity fund ......................... 21,055 21,055 Domestic bond fund ........................................ 101,200 101,200 Core bond fund ............................................... 86,109 86,109 High-yield bond fund ...................................... 30,729 30,729 Emerging market bond fund ........................... 23,584 23,584 Combination debt/equity/other fund ............... 37,851 37,851 Alternative investment fund ........................... 43,686 43,686 Real estate securities fund .............................. 32,390 32,390 Cash equivalents ............................................. 6,145 6,145 Total Assets Measured at Fair Value .................... $ $ 558,818 $ $ 99,656 $ 658,474 94

The following table provides the fair value of our post-retirement benefit plan assets and the corresponding level of hierarchy as of December 31, 2017 and 2016.

As ofDecember 31, 2017 Level 1 Level 2 Level 3 NAV Total (In Thousands)

Assets:

Domestic equity funds ........................ $ $ 65,187 $ $ $ 65,187 International equity fund .................... 16,217 16,217 Core bond fund ................................... - 42,083 42,083 Cash equivalents ................................. 583 583 Total Assets Measured at Fair Value ....... $ $ 124,070 $ $ $ 124,070 As of December 31, 2016 Level 1 Level 2 Level3 NAV Total (In Thousands)

Assets:

Domestic equity funds ........................ $ $ 61,055 $ $ $ 61,055 International equity fund .................... 15,034 15,034 Core bond fund ................................... 38,952 38,952 Cash equivalents ................................. 578 578 Total Assets Measured at Fair Value ....... $ $ 115,619 $ $ $ 115,619 Cash Flows The following table shows the expected cash flows for our pension and post-retirement benefit plans for future years.

Pension Benefits Post-retirement Benefits (From) (From)

To/(From) Trust Company Assets To/(From) Trust Company Assets (In Millions)

Expected contributions:

2018.................................. $ 32.4 $

Expected benefit payments:

2018.................................. $ (57.6) $ (2.3) $ (7.9) $ (0.3) 2019 ................................. . (60.1) (2.3) (8.0) (0.3) 2020 ................................. . (62.8) (2.2) (8.0) (0.2) 2021 ................................. . (65.4) (2.2) (8.1) (0.2) 2022 ................................. . (65.1) (2.2) (8.1) (0.2) 2023-2027 ........................ . (331.5) (10.8) (38.7) (0.9)

Savings Plans We maintain a qualified 401(k) savings plan in which most of our employees participate. We match employees' contributions in cash up to specified maximum limits. Our contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives we provide under the plan. Our contributions totaled $8.3 million in 2017, $8.0 million in 2016 and $7.7 million in 2015.

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Stock-Based Compensation Plans We have a long-term incentive and share award plan (LTISA Plan), which is a stock-based compensation plan in which employees and directors are eligible for awards. The LTISA Plan was implemented as a means to attract, retain and motivate employees and directors. Under the LTISA Plan, we may grant awards in the form of stock options, dividend equivalents, share appreciation rights, RSUs, performance shares and performance share units to plan participants. Up to 8.3 million shares of common stock may be granted under the LTISAPlan. As of December 31, 2017, awards of approximately 5.4 million shares of common stock had been made under the plan.

All stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense in the consolidated statement of income over the requisite service period. The requisite service periods range from one to four years. However, upon consummation of the merger, all unrecognized compensation costs for outstanding RSU awards will be expensed on our income statement. The table below shows compensation expense and income tax benefits related to stock-based compensation arrangements that are included in our net income.

Year Ended December 31, 2017 2016 2015 (In Thousands)

Compensation expense ................................................................................... . $ 8,869 $ 9,237 $ 8,250 Income tax benefits related to stock-based compensation arrangements ....... . 3,508 3,653 3,263 We use RSU awards for our stock-based compensation awards. RSU awards are grants that entitle the holder to receive shares of common stock as the awards vest. These RSU awards are defined as nonvested shares and do not include restrictions once the awards have vested.

RSU awards with only service requirements vest solely upon the passage of time. We measure the fair value of these RSU awards based on the market price of the underlying common stock as of the grant date. RSU awards with only service conditions that have a graded vesting schedule are recognized as an expense in the consolidated statement of income on a straight-line basis over the requisite service period for the entire award. Nonforfeitable dividend equivalents, or the rights to receive cash equal to the value of dividends paid on Westar Energy's common stock, are paid on these RSUs. during the vesting period. Nonforfeitable dividend equivalents are recorded directly to retained earnings.

RSU awards with performance measures vest upon expiration of the award term. The number of shares of common stock awarded upon vesting will vary from 0% to 200% of the RSU award, with performance tied to our total shareholder return relative to the total shareholder return of our peer group. We measure the fair value of these RSU awards using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and incorporates assumptions for inputs of the expected volatility and risk-free interest rates. Expected volatility is based on historical volatility over three years using daily stock price observations. The risk-free interest rate is based on treasury constant maturity yields as reported by the Federal Reserve and the length of the performance period. For the 2017 valuation, inputs for expected volatility ranged from 17.6% to 22.7% and the risk-free interest rate was approximately 1.5%. For the 2016 valuation, inputs for expected volatility ranged from 16.9% to 22.4% and the risk-free interest rate was approximately 0.9%. For these RSU awards, dividend equivalents accumulate over the vesting period and are paid in cash based on the number of shares of common stock awarded upon vesting.

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During the years ended December 31, 2017, 2016 and 2015, our RSU activity for awards with only service requirements was as follows.

As of December 31, 2017 2016 2015 Weighted- Weighted- Weighted-Average Average Average Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value (Shares In Thousands)

Nonvested balance, beginning of year. .. . 289.4 $ 40.11 309.9 $ 35.21 342.2 $ 31.38 Granted .................................................. . 79.8 53.25 99.3 46.35 115.7 39.50 Vested..................................................... . (109.4) 35.56 (115.9) 32.33 (115.4) 28.77 Forfeited ................................................. . (3.8) 44.08 (3.9) 40.95 (32.6) 33.07 Nonvested balance, end of year ............. .

256.0 46.09 289.4 40.11 309.9 35.21

=

Total unrecognized compensation cost related to RSU awards with only service requirements was $4. 7 million and

$5.0 million as of December 31, 2017 and 2016, respectively. Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.7 years. The total fair value ofRSUs with only service requirements that vested during the years ended December 31, 2017, 2016 and 2015, was $6.1 million, $5.2 million and $4.7 million, respectively.

During the years ended December 31, 2017, 2016 and 2015, our RSU activity for awards with performance measures was as follows.

As of December 31, 2017 2016 2015 Weighted- Weighted- Weighted-Average Average Average Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value (Shares In Thousands)

Nonvested balance, beginning of year. .. . 297.7 $ 40.79 299.1 $ 36.00 345.1 $ 32.31 Granted .................................................. . 76.4 37.08 100.9 46.03 94.8 40.26 Vested..................................................... . (106.7) 36.38 (98.5) 31.59 (109.0) 28.99 Forfeited ................................................. . (2.0) 42.16 (3.8) 41.57 (31.8) 34.03 Nonvested balance, end of year ............. .

265.4 41.48

297.7 40.79 299.1 36.00

=

As of December 31, 2017 and 2016, total unrecognized compensation cost related to RSU awards with performance measures was $3.6 million and $4.5 million, respectively. Absent the merger, we expect to recognize these costs over a remaining weighted-average period of 1.6 years. The total fair value ofRSUs with performance measures that vested during the years ended December 31, 2017, 2016 and 2015, was $12.0 million, $7.5 million and $3.1 million, respectively.

Another component of the LTISA Plan is the Executive Stock for Compensation program under which, in the past, eligible employees were entitled to receive deferred common stock in lieu of current cash compensation. Although this plan was discontinued in 2001, dividends will continue to be paid to plan participants on their outstanding plan balance until distribution. Plan participants were awarded 124 shares of common stock for dividends in 2017, 170 shares in 2016 and 296 shares in 2015. Participants received common stock distributions of 1,325 shares in 2017, 2,110 shares in 2016 and 2,024 shares in 2015.

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13. WOLF CREEK EMPLOYEE BENEFIT PLANS Pension and Post-Retirement Benefit Plans As a co-owner of Wolf Creek, KGE is indirectly responsible for 47% of the liabilities and expenses associated with the Wolf Creek pension and post-retirement benefit plans. KGE accrues its 4 7% share of Wolf Creek's cost of pension and post-retirement benefits during the years an employee provides service. The following tables summarize the status ofKGE's 47%

share of the Wolf Creek pension and post-retirement benefit plans.

Pension Benefits Post-retirement Benefits As of December 31, 2017 2016 2017 2016 (In Thousands)

Change in Benefit Obligation:

Benefit obligation, beginning of year .......................................................... $ 229,025 $ 206,418 $ 7,215 $ 7,793 Service cost .................................................................................................. 7,800 6,748 146 127 Interest cost .................................................................................................. 9,900 9,655 280 325 Plan participants' contributions.................................................................... 1,096 989 Benefits paid ................................................................................................ (8,381) (6,974) (1,623) (1,531)

Actuarial losses (gains) ................................................................................ 23,423 13,178 (99) (488)

Benefit obligation, end of year ............................................................... $ 261,767 $ 229,025 $ 7,015 $ 7,215 Change in Plan Assets:

Fair value of plan assets, beginning of year ................................................. $ 138,688 $ 121,622 $ 17 $ 105 Actual return on plan assets ......................................................................... 25,053 8,967 46 (4)

Employer contributions ................................................................................ 12,047 14,820 466 458 Plan participants' contributions.................................................................... 1,096 989 Benefits paid ................................................................................................ (8,128) (6,721) (1,623) (1,531)

Fair value of plan assets, end of year ..................................................... $ 167,660 $ 138,688 $ 2 $ 17 Funded status, end of year .................................................................................... $ (94,107) $ (90,337) $ (7,013) $ (7,198)

Amounts Recognized in the Balance Sheets Consist of:

Current liability ............................................................................................ $ (271) $ (248) $ (552) $ (538)

Noncurrent liability ...................................................................................... (93,836) (90,089) (6,461) (6,660)

Net amount recognized .......................................................................... $ (94,107) $ (90,337) $ (7,013) $ (7,198)

Amounts Recognized in Regulatory Assets (Liabilities) Consist of:

Net actuarial loss (gain) ............................................................................... $ 69,895 $ 66,324 $ (748) $ (654)

Prior service cost.. ........................................................................................ 391 446 Net amount recognized .......................................................................... $ 70,286 $ 66,770 $ (748) $ (654) 98

Pension Benefits Post-retirement Benefits As of December 31, 2017 2016 2017 2016 (Dollars in Thousands)

Pension Plans With a Projected Benefit Obligation In Excess of Plan Assets:

Projected benefit obligation ......................................................................... $ 261,767 $ 229,025 $ $

Fair value of plan assets ............................................................................... 167,660 138,688 Pension Plans With an Accumulated Benefit Obligation In Excess of Plan Assets:

Accumulated benefit obligation ................................................................... $ 229,883 $ 201,963 $ $

Fair value of plan assets ............................................................................... 167,660 138,688 Post-retirement Plans With an Accumulated Post-retirement Benefit Obligation In Excess of Plan Assets:

Accumulated post-retirement benefit obligation ......................................... $ $ $ 7,015 $ 7,215 Fair value of plan assets ............................................................................. .. 2 17 Weighted-Average Actuarial Assumptions used to Determine Net Periodic Benefit Obligation:

Discount rate ............................................................................................... . 3.73% 4.26% 3.56% 3.95%

Compensation rate increase ....................................................................... .. 4.00% 4.00% -% -%

Wolf Creek uses a measurement date of December 31 for its pension and post-retirement benefit plans. The discount rate used to determine the current year pension obligation and the following year's pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate sufficiept cash flow to provide for the projected benefit payments of the plan. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plan's projected benefit payments discounted at this rate with the market value of the bonds selected. The decrease in the discount rates used as of December 31, 2017, increased Wolf Creek's pension and post-retirement benefit obligations by approximately $19.5 million and $0.2 million, respectively.

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The prior service cost is amortized on a straight-line basis over the average future service of the active employees (plan participants) benefiting under the plan at the time of the amendment. The net actuarial gain or loss is amortized on a straight-line basis over the average future service of active plan participants benefiting under the plan without application of an amortization corridor. Following is additional information regarding KGE's 47% share of the Wolf Creek pension and other post-retirement benefit plans.

Pension Benefits Post-retirement Benefits Year Ended December 31, 2017 2016 2015 2017 2016 2015 (Dollars in Thousands)

Components ofNet Periodic Cost (Benefit):

Service cost.............................................. $ 7,800 $ 6,748 $ 7,595 $ 146 $ 127 $ 138 Interest cost ............................................. . 9,900 9,655 9,016 280 325 314 Expected return on plan assets ............... .. (10,571) (9,722) (9,044)

Amortization of unrecognized:

Prior service costs ............................ .. 55 55 57 Actuarial loss (gain), net.. ................ .. 4,979 4,357 5,930 (50) (14) 3 Curtailments, settlements, and special termination benefits............................... 390 Net periodic cost before regulatory adjustment. ............................................ . 12,553 11,093 13,554 376 438 455 Regulatory adjustment (a)........................ 1,083 1,886 (1,485)

Net periodic cost...................................... $ 13,636 $ 12,979 $ 12,069 $ 376 $ 438 $ 455

Other Changes in Plan Assets and Benefit Obligations Recognized in Regulatory Assets and Liabilities:

Current year actuarial loss (gain)............. $ 8,550 $ 13,934 $ (2,373) $ (145) $ (484) $ (211)

Amortization of actuarial (gain) loss ...... . (4,979) (4,357) (5,930) 50 14 (3)

Amortization of prior service cost .......... . (55) (55) (57)

T~tal.r~~ognized in regulatory assets and hab1ht1es ................................................ $ 3,516 $ 9,522 $ (8,360) $ (95) $ (470) $ (214)

==

Total recognized in net periodic cost and regulatory assets and liabilities.............. $ 17,152 $ 22,501 $ 3,709 $ 281 $ (32) $ 241

==

Weighted-Average Actuarial Assumptions used to Determine Net Periodic Cost:

Discount rate ........................................... . 4.26% 4.61% 4.20% 3.95% 4.27% 3.89%

Expected long-term return on plan assets 7.25% 7.50% 7.50% -% -% -%

Compensation rate increase .................... . 4.00% 4.00% 4.00% -% -% -%

(a) The regulatory adjustment represents the difference between current period pension or post-retirement benefit expense and the amount of such expense recognized in setting our prices.

We estimate that we will amortize the following amounts from regulatory assets and regulatory liabilities into net periodic cost in 2018.

Pension Post-retirement Benefits Benefits (In Thousands)

Actuarial loss (gain) .............. $ 6,624 $ (58)

Prior service cost .................. . 55 Total................................ $ 6,679 $ (58)

== ===

The expected long-term rate ofretum on plan assets is based on historical and projected rates ofretum for current and planned asset classes in the plans' investment portfolios. Assumed projected rates of return for each asset class were selected after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, the overall expected rate of return for the portfolios was developed, adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets.

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For measurement purposes, the assumed annual health care cost growth rates were as follows.

As of December 31, 2017 2016 Health care cost trend rate assumed for next year ...................................................... . 6.0% 6.5%

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) ...... . 5.0% 5.0%

Year that the rate reaches the ultimate trend rate ........................................................ . 2020 2020 The health care cost trend rate affects the projected benefit obligation. A 1% change in assumed health care cost growth rates would have effects shown in the following table:

One- One-Percentage- Percentage-Point Increase Point Decrease (In Thousands)

Effect on total of service and interest cost........... $ (9) $ 10 Effect on post-retirement benefit obligation ....... . (133) 142 Plan Assets Wolf Creek's pension and post-retirement plan investment strategy is to manage assets in a prudent manner with regard to preserving principal while providing reasonable returns. It has adopted a long-term investment horizon such that the chances and duration of investment losses are weighed against the long-term potential for appreciation of assets. Part of its strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries, and the primary financial objective of the plan is to improve its funded status. The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal, while minimizing interim volatility, to meet anticipated claims of plan participants. Wolf Creek delegates the management of its pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes, sectors and manager styles to minimize the risk of large losses, based upon objectives and risk tolerance specified by Wolf Creek, which include allowable and/or prohibited investment types. It measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements.

The target allocations for Wolf Creek's pension plan assets are 31 % to international equity securities, 25% to domestic equity securities, 25% to debt securities, 10% to real estate securities, 5% to commodity investments and 4% to other investments. The investments in both international and domestic equity include investments in large-, mid- and small-cap companies and investment funds with underlying investments similar to those previously mentioned. The investments in debt include core and high-yield bonds. Core bonds include funds invested in investment grade debt securities of corporate entities, obligations of U.S. and foreign governments and their agencies and private debt securities. High-yield bonds include a fund with underlying investments in non-investment grade debt securities of corporate entities, private placements and bank debt.

Real estate securities include funds invested in commercial and residential real estate properties while commodity investments include funds invested in commodity-related instruments.

Similar to other assets measured at fair value, GAAP establishes a hierarchal framework for disclosing the transparency of the inputs utilized in measuring pension and post-retirement benefit plan assets at fair value. From time to time, the Wolf Creek pension trust may buy and sell investments resulting in changes within the hierarchy. See Note 5, "Financial Instruments and Trading Securities," for a description of the hierarchal framework.

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The following table provides the fair value ofKGE's 47% share of Wolf Creek's pension plan assets and the corresponding level ofhierarchy as of December 31, 2017 and 2016.

As of December 31, 2017 Level 1 Level2 Level 3 NAV Total (In Thousands)

Assets:

Domestic equity funds ..................... $ $ 43,396 $ - $ $ 43,396 International equity funds ................ 52,485

  • 52,485-'.

Core bond funds .............................. 42,304 42,304 Real estate securities fund ............. :. 7,415 7;415 Alternative investment fund ............ 16,988 4,369 21,357 Cash equivalents .............................. 703 - 703 Total Assets Measured at Fair Value ....... $ $ 155,876 $ $ 11,784 $ 167,660 As ofDecember 31, 2016 Level 1 Level2 Level 3 NAV Total (In Thousands)

Assets:

Domestic equity funds ..................... $ $ 34;586 $ $ $ 3{586 International equity funds ................ 43,269 43,269 Core bond funds ..............................

  • 35,048 - 35,048 Real estate securities fund ............... 6,948 6,948 Alternative investment fund ............ 14,073
  • J;I64 18;2.37 ;

Cash equivalents .............................. 600 600 Total Assets Measured at Fair Value ....... $ $ 127,576 $ $ "11,112 $ ,138,688 Cash Flows The following table shows our expected cash flows for KGE's 47% share of Wolf Creek's pension and post-retirement benefit plans for future years.

Expected Cash Flows Pension Benefits Post-retirement Benefits (From) (From)

To/(From) Trust Company Assets To/(From) Trust Company Assets (In Millions)

Expected contributions:

2018.................................. $ 8.9 $ 0.6 Expected benefit payments:

2018 ...................... , ......... :. $ (~.O) $ (0)): $ (2.0), $ ~;

2019 ............................ :.... . (9.0) (0.3) (2.3) 2020 ..................... :........... . (9.9) (0.3): (2.6) 2021 ................................. . (10.8) (0.3) (2.9) 2022 .... ;............................ . (11.7) (0.3) j3.:2) "".

2023 - 2027 ...................... . (70.7) (1.9) (19.7)

Savings Plan Wolf Creek maintains a qualified 401 (k) savings plan in which most of its employees participate. Wolf Creek matches employees' contributions in cash up to specified maximum limits. Wolf Creek's contributions to the plan are deposited with a trustee and invested at the direction of plan participants into one or more of the investment alternatives provided under the plan.

KGE's portion of the expense associated with Wolf Creek's matching contributions was $1.4 million in 2017, $1.6 million in 2016 and $1.6 million in 2015.

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14. COMMITMENTS AND CONTINGENCIES Purchase Orders and Contracts As part of our ongoing operations and capital expenditure program, we have purchase orders and contracts, excluding fuel and transmission, which are discussed below under "-Fuel and Purchased Power Commitments." These commitments relate to purchase obligations issued and outstanding at year-end.

The yearly detail of the aggregate amount ofrequired payments as of December 31, 2017, was as follows.

Committed Amount (In Thousands) 2018-.................................................... $ 257,544 2019 ................................................... . 17,787 2020 ............................................... :... . 4,842 Thereafter ........................................... . 3,172 Total amount committed.............. $ 283,345 Environmental Matters Set forth below are descriptions of contingencies related to environmental matters that may impact us or our financial results. Our assessment of these contingencies, which are based on federal and state statutes and regulations, and regulatory agency and judicial interpretations and actions, has evolved over time. There are a variety of final and proposed laws and regulations that could have a material adverse effect on our operations and consolidated financial results. Due in part to the complex nature of environmental laws and regulations, we are unable to assess the impact of potential changes that may develop with respect to the environmental contingencies described below.

Federal Clean Air Act We must comply with the federal Clean Air Act (CAA), state laws and implementing federal and state regulations that impose, among other things, limitations on emissions generated from our operations, including sulfur dioxide (S02), particulate matter (PM), nitrogen oxides (NOx), carbon monoxide (CO), mercury and acid gases.

Emissions from our generating facilities, including PM, S02 and NOx, have been determined by regulation to reduce visibility by causing or contributing to regional haze. Under federal laws, such as the Clean Air Visibility Rule, and pursuant to an agreement with the Kansas Department of Health and Environment (KDHE) and the Environmental Protection Agency (EPA), we are required to install, operate and maintain controls to reduce emissions found to cause or contribute to regional haze.

Sulfur Dioxide and Nitrogen Oxide Through the combustion of fossil fuels at our generating facilities, we emit S02 and NOx. Federal and state laws and regulations, including those noted above, and permits issued to us limit the amount of these substances we can emit. Ifwe exceed these limits, we could be subject to fines and penalties. In order to meet S02 and NOx regulations applicable to our generating facilities, we use low-sulfur coal and natural gas and have equipped the majority of our fossil fuel generating facilities with equipment to control such emissions.

We are subject to the S02 allowance and trading program under the federal Clean Air Act Acid Rain Program. Under this program, each unit must have enough allowances to cover its S02 emissions for that year. In' 2017, we had adequate S02 allowances to meet generation and we expect to have enough to cover emissions under this program in 2018.

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Cross-State Air Pollution Update Rule In September 2016, the EPA finalized the Cross-State Air Pollution Update Rule. The final rule addresses interstate transport ofNOx emissions in 22 states including Kansas, Missouri and Oklahoma during the ozone season and the impact from the formation of ozone on downwind states with respect to the 2008 ozone National Ambient Air Quality Standards (NAAQS). Starting with the 2017 ozone season, the final rule revised the existing ozone season allowance budgets for Missouri and Oklahoma and established an ozone season budget for Kansas. Various states and others are challenging the rule in the U.S. Court of Appeals for the D.C. Circuit but the rule remains in effect. We do not believe this rule will have a material impact on our operations and consolidated financial results.

National Ambient Air Quality Standards Under the federal CAA, the EPA sets NAAQS for certain emissions known as the "criteria pollutants" considered harmful to public health and the environment, including two classes of PM, ozone, nitrogen dioxide (N02) (a precursor to ozone), CO and S02, which result from fossil fuel combustion. Areas meeting the NAAQS are designated attainment areas while those that do not meet the NAAQS are considered nonattainment areas. Each state must develop a plan to bring nonattainment areas into compliance with the NAAQS. NAAQS must be reviewed by the EPA at five-year intervals.

In October 2015, the EPA strengthened the ozone NAAQS by lowering the standards from 75 ppb to 70 ppb. In September 2016, the KDHE recommended to the EPA that they designate eight counties in the state of Kansas as in attainment with the standard, and each remaining county in Kansas as attainment/unclassifiable. In November 2017, EPA designated all counties in the State of Kansas as attainment/unclassifiable. We do not believe this will have a material impact on our consolidated financial results.

Various states and others are challenging the revised 2015 ozone NAAQS in the D.C. Circuit. In April 2017, at the request of the EPA, the court issued an order holding the case in abeyance because the new administration is planning to review the 2015 ozone NAAQS and will determine whether to reconsider all or a portion of the rule. In December 2017, environmental groups filed suit against the EPA for failure to make all the required area designations by an October 2017 deadline. Also in December 2017, the EPA issued a notice of availability of their intent to issue the remainder of the area designations by April 2018. This will not affect the area designations for Kansas issued in November 2017.

In December 2012, the EPA strengthened an existing NAAQS for one class of PM. In December 2014, the EPA designated the entire state of Kansas as attainment/unclassifiable with the standard. We do not believe this will have a material impact on our operations or consolidated financial results.

In 2010, the EPA revised the NAAQS for S02

  • In March 2015, a federal court approved a consent decree between the EPA and environmental groups. The decree includes specific S02 emissions criteria for certain electric generating plants that, if met, required the EPA to promulgate attainment/nonattainment designations for areas surrounding these plants. Tecumseh Energy Center is our only generating station that meets these criteria. In June 2016, the EPA accepted the State of Kansas recommendation to designate the areas surrounding the facility as unclassifiable. In addition, in January 2017, KDHE formally recommended to the EPA a 2,000 ton per year limit for Tecumseh Energy Center Unit 7 in order to satisfy the requirements of the 1-hour S02 Data Requirements Rule that governs the next round of the designations. Also in January 2017, KDHE recommended the EPA change the designation of the area surrounding the facility from unclassifiable to attainment/

unclassifiable. In August 2017, the EPA indicated they would address this area redesignation request in a separate action. By agreeing to the 2,000 ton per year limitation, no further characterization of the area surrounding the plant is required.

We continue to communicate with our regulatory agencies regarding these standards and evaluate what impact the revised NAAQS could have on our operations and consolidated financial results. If areas surrounding our facilities are designated in the future as nonattainment and/or we are required to install additional equipment to control emissions at our facilities, it could have a material impact on our operations and consolidated financial results.

Greenhouse Gases Burning coal and other fossil fuels releases carbon dioxide (CO2) and other gases referred to as greenhouse gas (GHG). Various regulations under the federal CAA limit CO 2 and other GHG emissions, and other measures are being imposed or offered by individual states, municipalities and regional agreements with the goal ofreducing GHG emissions.

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In October 2015, the EPA published a rule establishing new source performance standards (NSPS) for GHGs that limit CO2 emissions for new, modified and reconstructed coal and natural gas fueled electric generating units to various levels per Megawatt hour (MWh) depending on various characteristics of the units. Legal challenges to the GHG NSPS have been filed in the D.C. Circuit by various states and industry members. Also in October 2015, the EPA published a rule establishing guidelines for states to regulate CO2 emissions from existing power plants. The standards for existing plants are known as the Clean Power Plan (CPP). Under the CPP, interim emissions performance rates must be achieved beginning in 2022 and final emissions performance rates must be achieved by 203 0. Legal challenges to the CPP were filed by groups of states and industry members, including us, in the D.C. Circuit.

In April 2017, the EPA published in the Federal Register a notice of withdrawal of the proposed CPP federal plan, proposed model trading rules and proposed Clean Energy Incentive Program design details. Also in April 2017, the EPA published a notice in the Federal Register that it is initiating administrative reviews of the CPP and the GHG NSPS.

In October 2017, the EPA issued a proposed rule to repeal the CPP. The proposed rule indicates the CPP exceeds EPA's authority and the EPA has not determined whether or not they will issue a replacement rule. The EPA is soliciting comments on the legal interpretations contained in this rulemaking.

In December 2017, the EPA issued an advance notice of proposed rulemaking. This proposed rulemaking was issued by the EPA because it is considering the possibility of changing certain aspects of the CPP and the EPA is soliciting feedback on specific areas that could be changed. Comments on these proposed areas of change are due to the EPA in February 2018.

Due to the future uncertainty of the CPP, we cannot determine the impact on our operations or consolidated financial results, but we believe the cost to comply with the CPP, should it be upheld and implemented in its current or a substantially similar form, could be material.

Water We discharge some of the water used in our operations. This water may contain substances deemed to be pollutants.

Revised rules governing such discharges from coal-fired power plants were issued in November 2015. The final rule establishes effluent limitations guidelines (ELG) and standards for wastewater discharges, including limits on the amount of toxic metals and other pollutants that can be discharged. Implementation timelines for these requirements vary from 2019 to 2023. In April 2017, the EPA announced it is reconsidering the ELG rule and court challenges have been placed in abeyance pending the EPA's review. In September 2017, the EPA finalized a rule to postpone the compliance dates for the new, more stringent, effluent limitations and pretreatment standards for bottom ash transport water and flue gas desulfurization wastewater. These compliance dates have been postponed for two years while the EPA completes its administrative reconsideration of the ELG rule. We are evaluating the final rule and related developments and cannot predict the resulting impact on our operations or consolidated financial results, but believe costs to comply could be material if the rule is implemented in its current or substantially similar form.

In October 2014, the EPA's final standards for cooling intake structures at power plants to protect aquatic life took effect. The standards, based on Section 3 l 6(b) of the federal Clean Water Act (CWA), require subject facilities to choose among seven best available technology options to reduce fish impingement. In addition, some facilities must conduct studies to assist permitting authorities to determine whether and what site-specific controls, if any, would be required to reduce entrainment of aquatic organisms. Our current analysis indicates this rule will not have a significant impact on our coal plants that employ cooling towers or cooling lakes that can be classified as closed cycle cooling. We do not expect the impact from this rule to be material.

In June 2015, the EPA along with the U.S. Army Corps of Engineers issued a final rule, effective August 2015, defining the Waters of the United States (WOTUS) for purposes of the CWA. This rulemaking has the potential to impact all programs under the CWA. Expansion ofregulated waterways is possible under the rule depending on regulating authority interpretation, which could impact several permitting programs. Various states and others have filed lawsuits challenging the WOTUS rule. In July 2017, the EPA and the U.S. Army Corps of Engineers published in the Federal Register a proposed rule that would, if implemented, reinstate the definition ofWOTUS that existed prior to the June 2015 expansion of the definition.

Final action on the proposed rule is expected in early 2018. We are currently evaluating the WOTUS rule and related developments. We do not believe the rule, if upheld and implemented in its current or substantially similar form, will have a material impact on our operations or consolidated financial results.

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Regulation of Coal Combustio1' Residuals In the course of operating our coal generation plants, we produce coal combustion residuals (CCRs ), including fly ash, gypsum and bottom ash. We recycle some of our ash production, principally by selling to the aggregate industry. The EPA published a rule to regulate CCRs in April 2015, which we believe will require additional CCR handling, processing and storage equipment and closure of certain ash disposal ponds. Impacts to operations will be dependent on the development of groundwater monitoring of CCR units being completed in 2017 and 2018. The Water Infrastructure Improvements for the Nation Act allows states to achieve delegated authority for CCR rules from the EPA. This has the potential to impact compliance options. Electric generation industry participants requested and the EPA has granted a request to reconsider portions of the final CCR regulation. The EPA has stated its intent to propose a rule in early 2018 to modify portions of the 2015 rulemaking. We have recorded an ARO for our current estimate for closure of ash disposal ponds but we may be required to record additional AROs in the future due to changes in existing CCR regulations, changes in interpretation of existing CCR regulations or changes in the timing or cost to close ash disposal ponds. If additional AROs are necessary, we believe the impact on our operations or consolidated financial results could be material. See Note 15, "Asset Retirement Obligations," for additional information.

SPP Revenue Crediting We are a member of the Southwest Power Pool, Inc. (SPP) RTO, which coordinates the operation of a multi-state interconnected transmission system. In 2016, the SPP completed a process of allocating revenue credits under its Open Access Transmission Tariff to sponsors of certain transmission system upgrades. Qualifying upgrades are generation interconnection or transmission service projects that benefit SPP members and that are paid for directly by a sponsor without customer support.

The SPP determined sponsors are entitled to revenue credits for previously completed upgrades, and members are obligated to pay for revenue credits attributable to these historical upgrades. As a result, in November 2016 we paid the SPP $7.6 million related to revenue credits attributable to historical upgrades from March 2008 to August 2016. The SPP issued revised allocations and we received a small refund in November 2017.

Nuclear Decommissioning Nuclear decommissioning is a nuclear industry term for the permanent shutdown of a nuclear power plant and the removal of radioactive components in accordance with NRC requirements. The NRC will terminate a plant's license and release the property for unrestricted use when a company has reduced the residual radioactivity of a nuclear plant to a level mandated by the NRC. The NRC requires companies with nuclear plants to prepare formal financial plans to fund nuclear decommissioning. These plans are designed so that sufficient funds required for nuclear decommissioning will be accumulated prior to the expiration of the license of the related nuclear power plant. Wolf Creek files a nuclear decommissioning site study with the KCC every three years.

The KCC reviews nuclear decommissioning plans in two phases. Phase one is the approval of the updated nuclear decommissioning study including the estimated costs to decommission the plant. Phase two involves the review and approval of a funding schedule prepared by the owner of the plant detailing how it plans to fund the future-year dollar amount of its pro rata share of the decommissioning costs.

In 2017, Wolf Creek updated the nuclear decommissioning cost study. Based on the study, our share of decommissioning costs, including decontamination, dismantling and site restoration, is estimated to be approximately

$380.0 million. This amount compares to the prior site study estimate of$360.0 million. The site study cost estimate represents the estimate to decommission Wolf Creek as of the site study year. The actual nuclear decommissioning costs may vary from the estimates because of changes in regulations and technologies as well as changes in costs for labor, materials and equipment.

We are allowed to recover nuclear decommissioning costs in our prices over a period equal to the operating license of Wolf Creek, which is through 2045. The NRC requires that funds sufficient to meet nuclear decommissioning obligations be held in a trust. We believe that the KCC approved funding level will also be sufficient to meet the NRC requirement. Our consolidated financial results would be materially affected ifwe were not allowed to recover in our prices the full amount of the funding requirement.

We recovered in our prices and deposited in an external trust fund for nuclear decommissioning approximately

$5.8 million in 2017, $5.0 million in 2016 and $2.8 million in 2015. We record our investment in the NDT fund at fair value, which approximated $237.1 million and $200.1 million as of December 31, 2017 and 2016, respectively.

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Storage of Spent Nuclear Fuel Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE's motion to withdraw its application and the DOE appealed that decision to the full NRC. In 2011, the NRC issued an evenly split decision on the appeal and also ordered the licensing board to close out its work on the DOE 's application by the end of 2011 due to a lack of funding. These agency actions prompted the states of Washington and South Carolina, and a county in South Carolina, to file a lawsuit in a federal Court of Appeals asking the court to compel the NRC to resume its license review and to issue a decision on the license application. In August 2013, the court ordered the NRC to resume its review of the DOE's application. The NRC has not yet issued its decision.

Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Wolf Creek has finalized a settlement agreement through 2019 with the DOE for reimbursement of costs to construct this facility that would not have otherwise been incurred had the DOE begun accepting spent nuclear fuel. As a co-owner of Wolf Creek, we received $0.8 million of the settlement representing reimbursement of costs incurred through 2015 for project planning. Wolf Creek submitted a settlement claim to the DOE in August 2017 for costs incurred between January 2016 and June 2017, with our share of the claim being approximately $0.5 million. We cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.

Nuclear Insurance We maintain nuclear liability, property and accidental outage insurance for Wolf Creek. These policies contain certain industry standard terms, conditions and exclusions, including, but not limited to, ordinary wear and tear and war. An industry aggregate limit of$3.2 billion for nuclear events ($1.8 billion of non-nuclear events) plus any reinsurance, indemnity or any other source recoverable by Nuclear Electric Insurance Limited (NEIL), our property and accidental outage insurance provider, exists for acts of terrorism affecting Wolf Creek or any other NEIL insured plant within 12 months from the date of the first act.

In addition, we are required to participate in industry-wide retrospective assessment programs as discussed below.

Nuclear Liability Insurance Pursuant to the Price-Anderson Act, we insure against public nuclear liability claims resulting from nuclear incidents to the required limit of public liability, which is approximately $13.4 billion. This limit ofliability consists of the maximum available commercial insurance of$450.0 million and the remaining $13.0 billion is provided through mandatory participation in an industry-wide retrospective assessment program. Under this retrospective assessment program, the owners of Wolf Creek are jointly and severally subject to an assessment ofup to $127.3 million (our share is $59.8 million), payable at no more than

$19.0 million (our share is $8.9 million) per incident per year per reactor for any commercial U.S. nuclear reactor qualifying incident. Both the total and yearly assessment is subject to an inflationary adjustment every five years with the next adjustment in 2018. In addition, Congress could impose additional revenue-raising measures to pay claims.

Nuclear Property and Accidental Outage Insurance The owners of Wolf Creek carry decontamination liability, nuclear property damage and premature nuclear decommissioning liability insurance for Wolf Creek totaling approximately $2.8 billion. Insurance coverage for non-nuclear property damage accidents total approximately $2.3 billion. In the event of an extraordinary nuclear accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC.

Our share of any remaining proceeds can be used to pay for property damage or, if certain requirements are met, including decommissioning the plant, toward a shortfall in the NDT fund. The owners also carry additional insurance with NEIL to help cover costs of replacement power and other extra expenses incurred during a prolonged outage resulting from accidental property damage at Wolf Creek. If significant losses were incurred at any of the nuclear plants insured under the NEIL policies, we may be subject to retrospective assessments under the current policies of approximately $3 7.4 million (our share is

$17.6 million).

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Nuclear Insurance Considerations Although we maintain various insurance policies to provide coverage for potential losses and liabilities resulting from an accident or an extended outage, our insurance coverage may not be adequate to cover the costs that could result from a catastrophic accident or extended outage at Wolf Creek. Any substantial losses not covered by insurance, to the extent not recoverable in our prices, would have a material effect on our consolidated financial results.

Fuel and Purchased Power Commitments To supply a portion of the fuel requirements for our power plants, the owners of Wolf Creek have entered into various contracts to obtain nuclear fuel and we have entered into various contracts to obtain coal and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments. As of December 31, 2017, our share of Wolf Creek's nuclear fuel commitments was approximately $13.4 million for uranium concentrates expiring in 2024,

$1.9 million for conversion expiring in 2024, $83.2 million for uranium hexafluoride expiring in 2024, $69.9 million for enrichment expiring in 2027 and $31.4 million for fabrication expiring in 2025.

As of December 31, 2017, our coal and coal transportation contract commitments under the remaining terms of the contracts were approximately $489.7 million.* The contracts are for plants that we operate.and expire at various times through 2020.

As of December 31, 2017, our natural gas transportation contract commitments under the remaining terms of the contracts were approximately $92.6 million. The natural gas transportation contracts provide firm service to several of our natural gas burning facilities and expire at various times through 2030.

We have power purchase agreements with the owners of nine separate wind generation facilities with installed design capabilities of approximately 1,328 MW expiring in 2028 through 2036. Each of the agreements providefor our receipt and purchase of energy produced at a fixed price per unit of output. We estimate that our annual cost of energy purchased from these wind generation facilities will be approximately $140.0 million.

15. ASSET RETIREMENT OBLIGATIONS Legal Liability We have recognized legal obligations associated with the disposal oflong-lived assets that result from the acquisition, construction, development or normal operation of such assets. Concurrent with the recognition of the liability, the estimated cost of the ARO is capitalized and depreciated over the remaining life of the asset. We estimate our AROs based on the fair value of the AROs we incurred at the time the related long-lived assets were either acquired, placed in service or when regulations establishing the obligation became effective. The recording of AROs for regulated operations has no income statement impact due to the deferral of the adjustments through the establishment of a regulatory asset or an offset to a regulatory liability.

We initially recorded AROs at fair value for the estimated cost to decommission Wolf Creek (KGE 's 4 7% share), retire our wind generation facilities, dispose of asbestos insulating material at our power plants, remediate ash disposal ponds, close ash landfills and dispose of polychlorinated biphenyl (PCB)-contaminated oil. ARO refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement may be conditional on a future event that may or may not be within the control of the entity. In determining our AROs, we make assumptions regarding probable future disposal costs. A change in these assumptions could have significant impact on the AROs reflected on our consolidated balance sheet.

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The following table summarizes our legal AROs included on our consolidated balance sheets.

As of December 31, 2017 2016 (In Thousands)

Beginning balance*****************************************:****;:*******:-.. -$--,3-i-3,-9-51-. 27{,i85 Increase in ARO liabilities ........ ..................................... 13,471 Liabilities settled ............................... :.... ,... , ..... ,.. ,......... ,.. (16,026) (~,372)

Accretion expense ......................................................... . 16,940 14,165 Revision to nuclear decommissioning ARO liability .... . ',,

19,377.

Revisions in estimated cash flows ................................. . 47,405 39,873 Ending balance ................................ :**********:***,,:.,.: .... :.:.. * $ 405,11? *$ 323,951 Less: amount included in other current liabilities ......... . 25,129 Long-term AROs ****************************************'.************::.. , .. -$-,- - - - - $

379,989. 323,951

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Wolf Creek filed a nuclear decommissioning cost study with the KCC in 2017. As a result of the study, we recorded a

$19 .4 million increase in. our ARO to reflect revisions to the estimated costs to decommission Wolf Creek. In addition, we increased our AROs for asbestos by $28.8 million and recorded a new ARO liability of approximately $13.5 million related to Western Plains Wind Farm. In 2016, we increased our ARO by $39.9 million to recognize costs associated with closure and post-closure of ash disposal ponds in response to the EPAs rule to regulate CCRs. See Note 14, "Commitments and Contingencies - Regulation of Coal Combustion Residuals," for additional information on the CCR rule.

We have an obligation to retire our wind generation facilities and remove the foundations. The ARO related to our owned wind generation facilities was determined based upon the date each wind generation facility was constructed.

The initial retirement obligation related to asbestos disposal was recorded in 1990, the date when the EPA published the "National Emission Standards for Hazardous Air Pollutants: Asbestos NESHAP Revision; Final Rule."

We operate, as permitted by the state of Kansas, ash landfills and ash disposal ponds at several of our, power plants.

The retirement obligations for the ash landfills and ash disposal ponds were determined based upon the date each landfill was originally placed in service.

PCB-contaminated oil is contained within company electrical equipment, primarily transformers. The PCB retirement obligation was determined based upon the PCB regulations that originally became effective in 1978.

Non-Legal Liability- Cost of Removal We collect in our prices the costs.to dispose of plant assets that do not represent legal retirement obligations. As of December 31, 2017, we had $30.8 million in amounts spent, but not yet collected, for removal costs classified as a regulatory asset. As of December 31, 2016, we had $5. 7 million in amounts collected, but not yet spent, for removal costs classified as a regulatory liability.

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16. LEGAL PROCEEDINGS We and our subsidiaries are involved in various legal, environmental and regulatory proceedings. We believe that adequate provisions have been made and accordingly believe that the ultimate disposition of such matters will not have a material effect on our consolidated financial results. See Notes 4 and 14, "Rate Matters and Regulation" and "Commitments and Contingencies," for additional information.

Pending Merger Following the announcement of the original merger agreement in May 2016, two putative class action petitions (which were consolidated and superseded by a consolidated class action petition) and one putative derivative petition challenging the original merger were filed in the District Court of Shawnee County, Kansas. In September 2016, the plaintiff~ in both actions agreed in principle to dismiss the actions in exchange for our agreement to make supplemental disclosures to shareholders in connection with the original merger agreement and grant waivers of the prohibition on requesting a waiver of the standstill provisions in the confidentiality and standstill agreements executed by the bidders that participated in a sale process that was conducted as part of the original merger agreement. As described below, after the announcement of the revised merger agreement, the plaintiffs in the consolidated putative class action moved to amend their petition, and the plaintiff in the putative derivative case refiled his petition.

The consolidated putative class action petition, originally filed July 25, 2016, is captioned In re Westar Energy, Inc.

Stockholder Litigation, Case No. 20 l 6-CV-00045.7. This petition named as defendants Westar Energy, the members of our board of directors and Great Plains Energy.

On September 25, 2017, the lead plaintiff filed a motion for leave to amend her class action petition and attached an amended petition. The petition as amended now includes an additional plaintiff. The petition challenges the revised proposed merger and alleges a claim of breach of fiduciary duty against our board of directors and a claim of aiding and abetting that alleged breach against us and Great Plains Energy. The lawsuit seeks injunctive relief declaring the action maintainable as a class action and certifying that the plaintiffs are the class representatives; preliminarily and permanently enjoining the defendants from closing the merger unless we implement a procedure to obtain a merger agreement providing fair and reasonable terms and consideration to the plaintiffs and the class; rescinding the merger agreement or granting the plaintiffs and the class rescissory damages; directing our board of directors to account to the plaintiffs and the class for damages suffered as a result of the alleged breach of fiduciary duty; awarding the plaintiffs reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other equitable relief as the court deems proper. The petition alleges inadequacies in our joint proxy statement concerning the revised proposed transaction and the degree to which our board of directors solicited or considered offers from prior bidders after the proposed original merger was denied by the KCC, and claims that the consideration our stockholders stand to receive in connection with the revised proposed transaction is unfair.

Plaintiffs have added two new defendants, Monarch Energy Holding, Inc. and King Energy, Inc., whom they allege aided and abetted our board of directors in breaching their fiduciary duties.

On October 18, 2017, the putative derivative petition, captioned Braunstein v. Chandler et al., Case No. 20 l 7-CV-000692, was re-filed in the District Court of Shawnee County, Kansas. This putative derivative action names as defendants the members of our board of directors, Great Plains Energy, and subsidiaries of Great Plains Energy, with Westar Energy named as a nominal defendant. The petition asserts that the members of our board of directors breached their fiduciary duties to our shareholders in connection with actions taken after the KCC rejected the proposed original merger. It also asserts that Great Plains Energy and subsidiaries of Great Plains Energy aided and abetted such breaches of fiduciary duties. The petition alleges, among other things, that the members of our board of directors failed to obtain the best possible price for our shareholders because of a flawed process that discouraged third parties from submitting potentially superior proposals, and that members of our board of directors committed waste by not collecting termination fees that may have been payable following the KCC's rejection of the original merger agreement. The petition seeks, among other remedies, an order enjoining the merger on the terms proposed and directing that the director defendants exercise their fiduciary duties to obtain a transaction, which is in the best interests ofus and our shareholders, a declaration that the proposed merger was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable, rescission of the merger agreement if consummated, the imposition of a constructive trust in favor of the plaintiff, on behalf ofus, upon any benefits improperly received by the named defendants as a result of their wrongful conduct, and an award for costs, including attorneys' fees and experts' fees.

In addition, on September 21, 2017, a putative class action lawsuit was filed in the United States District Court for the District of Kansas, captioned David Pill v. Westar Energy, Inc. et al, Civil Action No. 17-4086. The federal class action complaint challenges the merger and alleges violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (Exchange Act). The complaint seeks an order declaring that the action is maintainable as a class action and 110

certifying that the plaintiff is the class representative; preliminarily and permanently enjoining defendants from consummating the mergers or, if consummated, setting them aside and awarding rescissory damages; directing the defendants to file a registration statement on Form S-4 that corrects alleged misstatements; directing our board of directors to account to plaintiff and the class for their damages; awarding reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other further relief as the court deems proper.

On October 6, 2017, another putative class action lawsuit was filed in the United States District Court for the District of Kansas, captioned Robert L. Reese v. Westar Energy, Inc. et al, Civil Action No. 2:17-cv-02584. This federal class action complaint challenges the proposed merger and alleges violations of sections 14(a) and 20( a) of the Exchange Act. The complaint seeks an order enjoining the board and other parties from proceeding with, consummating, or closing the merger or, if consummated, setting it aside and awarding rescissory damages; directing the board to disseminate a registration statement that corrects alleged misstatements and includes all material facts the plaintiff asserts are missing; declaring that the defendants violated sections 14.(a) and 20(a) of the Exchange Act and Rule 14a-9; awarding reasonable costs and disbursements of the action, including reasonable attorneys' fees and expert fees; and granting other equitable relief as the court deems proper.

On November 16, 2017, the parties in each of the actions independently agreed to withdraw requests for injunctive relief and otherwise agreed in principle to dismissing the actions with prejudice and to providing releases, in exchange for the supplemental disclosures that we filed in a Form 8-K on November 16, 2017. These agreements do not constitute any admission by any of the defendants as to the merits of any claims. In the future, the parties will prepare and present to the court for approval Stipulations of Settlement that will, if accepted by the court, settle the actions in their entirety. The outcome of litigation is inherently uncertain. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger closes may adversely affect the combined company's business, financial condition or results of operation.

17. COMMON STOCK General Westar Energy's Restated Articles of Incorporation, as amended, provide for 275.0 million authorized shares of common stock. As of December 31, 2017 and 2016, Westar Energy had issued 142.1 million shares and 141.8 million shares, respectively.

Westar Energy has a direct stock purchase plan (DSPP). Shares of common stock sold pursuant to the DSPP may be either original issue shares or shares purchased in the open market. During 2017 and 2016, Westar Energy issued 0.4 million shares through the DSPP and other stock-based plans operated under the long-term incentive and share award plan. As of December 31, 2017 and 2016, a total of0.9 million shares and 1.0 million shares, respectively, were available under the DSPP registration statement.

Issuances In March 2013, Westar Energy entered into a three-year sales agency financing agreement and master forward sale agreement with a bank. Both agreements expired in March 2016. The maximum amount that Westar Energy could have offered and sold under the master agreement was the lesser of an aggregate of $500.0 million or approximately 25.0 million shares, subject to adjustment for share splits, share combinations and share dividends. Under the terms of the sales agency financing agreement, Westar Energy could have offered and sold shares of its common stock from time to time. The agent received a commission equal to 1% of the sales price of all shares sold under the agreements. In 2015, we settled 9.2 million shares for a physical settlement of approximately $254.6 million.

The forward sale transactions were entered into at market prices; therefore, the forward sale agreements had no initial fair value. Westar Energy did not receive any proceeds from the sale of common stock under the forward sale agreements until transactions were settled. Westar Energy settled the forward sale transactions through physical share settlement and recorded the forward sale agreements within equity. The shares under the forward sale agreements were initially priced when the transactions were entered into and were subject to certain fixed pricing adjustments during the term of the agreements. The net proceeds from the forward sale transactions represent the prices established by the forward sale agreements applicable to the time periods in which physical settlement occurred.

Westar Energy used the proceeds from the transactions described above to repay short-term borrowings, with such borrowed amounts principally used for investments in capital equipment, as well as for working capital and general corporate purposes.

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18. VARIABLE INTEREST ENTITIES In determining the primary beneficiary of a VIE, we assess the entity's purpose and design, including the nature of the entity's activities and the risks that the entity was designed to create and pass through to its variable interest holders. A reporting enterprise is deemed to be the primary beneficiary of a VIE if it has (a) the power to direct the activities of the VIE that most significantly impact the VIE 's economic performance and (b) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. The trust holding our 50% interest in La Cygne unit 2 is a VIE. The trust holding our 8% interest in Jeffrey Energy Center was a VIE until the expiration of a purchase option in July 2017. We remain the primary beneficiary of the trust holding our 50% interest in La Cygne unit 2.

We assess all entities with which we become involved to determine whether such entities are VIEs and, if so, whether or not we are the primary beneficiary of the entities. We also continuously assess whether we are the primary beneficiary of the VIE with which we are involved. Prospective changes in facts and circumstances may cause us to reconsider our determination as it relates to the identification of the primary beneficiary.

8% Interest in Jeffrey Energy Center Under an agreement that expires in January 2019, we lease an 8% interest in JEC from a trust. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 8% interest in JEC and lease it to a third party, and does not hold any other assets. We met the requirements to be considered the primary beneficiary of the trust until July 2017, when a contractual option to purchase the 8% interest in the plant covered by the lease expired. Accordingly, we deconsolidated the trust in the third quarter of 2017.

In determining the primary beneficiary of the trust, we concluded at the inception of the lease that the activities of the trust that most significantly impacted its economic performance and that we had the power to direct included (1) the operation and maintenance of the 8% interest in JEC, (2) our ability to exercise an option that expired in July 2017 to purchase the plant at the end of the agreement at the lesser of fair value or a fixed amount and (3) our option to require refinancing of the trust's debt. We had the potential to receive benefits from the trust that could potentially be significant if the fair value of the 8%

interest in JEC at the end of the agreement was greater than the fixed amount. The possibility oflower interest rates upon refinancing the debt also created the potential for us to receive significant benefits.

50% Interest in La Cygne Unit 2 Under an agreement that expires in September 2029, KGE entered into a sale-leaseback transaction with a trust under which the trust purchased KGE's 50% interest in La Cygne unit 2 and subsequently leased it back to KGE. The trust was financed with an equity contribution from an owner participant and debt issued by the trust. The trust was created specifically to purchase the 50% interest in La Cygne unit 2 and lease it back to KGE, and does not hold any other assets. We meet the requirements to be considered the primary beneficiary of the trust. In determining the primary beneficiary of the trust, we concluded that the activities of the trust that most significantly impact its economic performance and that we have the power to.

direct include (1) the operation and maintenance of the 50% interest in La Cygne unit 2 and (2) our ability to exercise a purchase option at the end of the agreement at the lesser of fair value or a fixed amount. We have the potential to receive benefits from the trust that could potentially be significant if the fair value of the 50% interest in La Cygne unit 2 at the end of the agreement is greater than the fixed amount.

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Financial Statement Impact We have recorded the following assets and liabilities on our consolidated balance sheets related to the VIEs described above.

As of December 31, 2017 2016 (In Thousands)

Assets:

Property, plant and equipment of variable interest entities, net........ $ 176,279 $ 257,904 Regulatory assets (a) ........................................................................ . 10,396 Liabilities:

Current maturities of long-term debt of variable interest entities..... $ 28,534 $ 26,842 Accrued interest (b) ......................................................................... . 659 867 Long-term debt of variable interest entities, net.. ............................ . 81,433 111,209 (a) Included in long-term regulatory assets on our consolidated balance sheets.

(b) Included in accrued interest on our consolidated balance sheets.

All of the liabilities noted in the table above relate to the purchase of the property, plant and equipment. The assets of the VIEs can be used only to settle obligations of the VIEs and the VIEs' debt holders have no recourse to our general credit.

We have not provided financial or other support to the VIEs and are not required to provide such support. We did not record any gain or loss upon initial consolidation of the VIEs.

19. LEASES Operating Leases We lease office buildings, computer equipment, vehicles, railcars and other property and equipment. In determining lease expense, we recognize the effects of scheduled rent increases on a straight-line basis over the minimum lease term.

Rental expense and estimated future commitments under operating leases are as follows.

Total Operating Year Ended December 31, Leases (In Thousands)

Rental expense:

2015 ...................................................... $ 14,035 2016 ..................................................... . 13,563 2017 ..................................................... . 15,661 Future commitments:

2018...................................................... $ 18,132 2019...................................................... 13,263 2020...................................................... 9,411 2021...................................................... 7,448 2022...................................................... 4,505 Thereafter............................................. 5,900 Total future commitments................ $ 58,659

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Capital Leases We identify capital leases based on defined criteria. For both vehicles and computer equipment, new leases are signed each month based on the terms of master lease agreements.

Assets recorded under capital leases are listed below.

As ofDecember 31, 2017 2016 (In Thousands)

Vehicles ..................................................... $ 19,679 $ 15,595 Computer equipment ................................ . 924 1,073 Generation plant ....................................... . 40,048 40,048 Accumulated amortization ....................... . (17,091) (13,542)

Total capital leases................................ $ 43,560 $

43,174

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Capital leases are treated as operating leases for rate making purposes. Minimum annual rental payments, excluding administrative costs such as property taxes, insurance and maintenance, under capital leases are listed below.

Total Capital Year Ended December 31, Leases (In Thousands) 2018 ...................................................................................................... . $ 6,433 2019 ******************************************************************************************************* 5,856 2020 ...................................................................................................... . 5,213 2021 ...................................................................................................... . 4,699 2022 ...................................................................................................... . 4,092 Thereafter ............................................................................................. . 49,811 76,104 Amounts representing imputed interest.. .............................................. . (27,434)

Present value of net minimum lease payments under capital leases .... . 48,670 Less: Current portion ............................................................................ . 3,809 Total long-term obligation under capital leases..................................... $ 44,861

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20. QUARTERLY RESULTS (UNAUDITED)

Our business is seasonal in nature and, in our opinion, comparisons between the quarters of a year do not give a true indication of overall trends and changes in operations.

2017 First Second Third Fourth (In Thousands, Except Per Share Amounts)

Revenues (a) ............................................................ $ 572,574 $ 609,321 $ 794,327 $ 594,781 Net income (a) ........................................................ . 63,482 76,039 160,724 36,306 Net income attributable to Westar Energy, Inc. (a) .. 59,661 72,065 158,306 33,888 Per Share Data (a):

Basic:

Earnings available .......................................... $ 0.42 $ 0.50 $ 1.11 $ 0.24 Diluted:

Earnings available.......................................... $ 0.42 $ 0.50 $ 1.11 $ 0.24 Cash dividend declared per common share............. $ 0.40 $ 0.40 $ 0.40 $ 0.40 Market price per common share:

High .................................................. :................. $ 56.60 $ 55.12 $ 53.49 $ 57.32 Low ..................................................................... $ 52.16 $ 50.35 $ 49.20 $ 49.95 (a) Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year.

2016 First , Second Third Fourth (In Thousands, Except Per Share Amounts)

Revenues (a) ............................................................ $ 569,450 $ 621,448 $ 764,654 $ 606,535 Net income (a) ......................................................... 68,708 76,144 158,553 57,795 Net income attributable to Westar Energy, Inc. (a).. 65,585 72,340 154,720 53,932 Per Share Data (a):

Basic:

Earnings available .......................................... $ 0.46 $ 0.51 $ 1.09 $ 0.38 Diluted:

Earnings available .......................................... $ 0.46 $ 0.51 $ 1.08 $ 0.38 Cash dividend declared per common share ............. $ 0.38 $ 0.38 $ 0.38 $ 0.38 Market price per common share:

High .................................................................... $ 50.38 $ 57.25 $ 56.95 $ 57.50 Low ..................................................................... $ 40.01 $ 48.92 $ 52.52 $ 54.41 (a) Items are computed independently for each of the periods presented and the sum of the quarterly amounts may not equal the total for the year.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

ITEM 9A. CONTROLS AND PROCEDURES We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In addition, the disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports under the Exchange Act is accumulated and communicated to management, including the chief executive officer and the chief financial officer, allowing timely decisions regarding required disclosure. As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of management, including the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures, the chief executive officer and the chief financial officer have concluded that our disclosure controls and piocedures were effective.

There were no changes in our internal control over financial reporting during the three months ended December 31, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See "Item 8. Financial Statements and Supplementary Data" for Management's Report On Internal Control Over Financial Reporting and the Independent Registered Public Accounting Firm's report with respect to the effectiveness of internal control over financial reporting.

ITEM 9B. OTHER INFORMATION Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. In accordance with SEC guidance, we may also use the Investor Relations section of our website (http://

www.WestarEnergy.com, under "Investors") to communicate with investors about our company. It is possible that the financial and other information we post there could be deemed to be material information. The information on our website is not part of this document.

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PART III Information required by Items 10-14 of Part III of this Form 10-K will be incorporated by reference to our definitive proxy statement with respect to our 2018 Annual Meeting of Shareholders (2018 Proxy Statement), if such definitive proxy statement is filed with the SEC on or before April 30, 2018. Due to the pending Merger with Great Plains Energy, we may not be required to file the 2018 Proxy Statement, in which case we will file an amendment to this Form 10-K on or before April 30, 2018, to include the information that is otherwise incorporated by reference.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information concerning directors required by Item 401 of Regulation S-K will be included under the caption Election ofDirectors in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K.

Information concerning executive officers required by Item 401 of Regulation S-K is located under Part I, Item 1 of this Form 10-K. The information required by Item 405 of Regulation S-K concerning compliance with Section 16(a) of the Exchange Act will be included under the caption Additional Information - Section J6(a) Beneficial Ownership Reporting Compliance in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K. The information required by Item 406, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the captions Election ofDirectors - Corporate Governance Matters and - Board Meetings and Committees of the Board ofDirectors in our 2018 Proxy Statement, and that information is incorporated by reference in this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 will be set forth in our 2018 Proxy Statement under the captions Compensation Discussion and Analysis, Compensation Committee Report, Compensation ofExecutive Officers, Director Compensation and Compensation Committee Interlocks and Insider Participation, and that information is incorporated by reference in this Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 will be set forth in our 2018 Proxy Statement under the captions Beneficial Ownership of Voting Securities and Equity Compensation Plan Information, and that information is incorporated by reference in this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 will be set forth in our 2018 Proxy Statement under the caption Election of Directors - Corporate Governance Matters, and that information is incorporated by reference in this Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 will be set forth in our 2018 Proxy Statement under the caption of Ratification and Confirmation ofDeloitte and Touche LLP as Our Independent Registered Public Accounting Firm for 2018 and its subsections captioned Independent Registered Accounting Firm Fees and Audit Committee Pre-Approval Policies and Procedures, and that information is incorporated by reference in this Form 10-K.

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PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES FINANCIAL STATEMENTS INCLUDED HEREIN Westar Energy, Inc.

Management's Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2017 and 2016 Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015 Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015 Notes to Consolidated Financial Statements SCHEDULES Schedule II - Valuation and Qualifying Accounts Schedules omitted as not applicable or not required under the Rules of Regulation S-X: I, III, IV and V.

EXHIBIT INDEX All exhibits marked "I" are incorporated herein by reference. All exhibits marked with "*" are management contracts or compensatory plans or arrangements required to be identified by Item 15(a)(3) of Form 10-K. All exhibits marked"#" are filed with this Form 10-K.

Description i Agreement and Plan of Merger, dated as of May 29, 2016, by and among Westar Energy, Inc., Great Plains I Energy Incorporated and a subsidiary of Great Plains Energy Incorporated (filed as Exhibit 2.1 to the Fonn 8-K filed on May 31, 2016)

(schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and Westar Energy will furnish the omitted schedules to the Securities and Exchange Commission upon request) 2(a) Amended and Restated Merger Agreement. dated as of July 9, 2017, by and among Westar Energy, Inc., I Great Plains Energy Incorporated, Monarch Energy Holding, Inc., King Energy, Inc. and, solely for the purposes set forth therein, GP Star, Inc. (filed as Exhibit 2.1 to the Fonn 8-K filed on July 10, 2017) 3(a) By-laws of Westar Energy, Inc., as amended April 28, 2004 (filed as Exhibit 3(a) to the Form 10-0 for the I period ended June 30, 2004 filed on August 4. 2004) 3(b) Restated Articles of Incorporation of Westar Energy, Inc., as amended through May 25, 1988 (filed as I Exhibit 4 to the Form S-8 Registration Statement, SEC File No. 33-23022 filed on July 15, 1988) 3(c) Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Tnc. (filed as Exhibit 3 to I the Form 10-K405 for the period ended December 31, 1998 filed on April 14, 1999) 3(d) Certificate of Correction to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(b) I to the Form 10-K for the period ended December 31, 1991 filed on March 30, 1992) ,

1(Q)_ Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(c) I to the Form 10-K for the period ended December 31, 1994 filed on March 30, 1995) l(fi Cetiificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3 to I the Form 10-0 for the period ended June 30, 1994 filed on August 11, 1994)

J.(g) Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3(a) I to the Forni 10-0 for the period ended June 30, 1996 filed on August 14, 1996) 3(h) Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3 to I the Form 10-0 for the period ended March 31. 1998 filed on May 12, 1998) 118

J.ill Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(1) I to the Form l 0-K for the period ended December 31, 2002 filed on April 11, 2003) 1ill Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(m) I to the Form l 0-K for the period ended December 31, 2002 filed on April 11, 2003) 3(k) Certificate of Amendment to Restated Articles of Incorporation of Westar Energy, Inc. (filed as Exhibit 3(111) I to the Form S-3 Registration Statement No. 333-125828 filed on Jw1e 15, 2005) l(!)_ Certificate of Amendment to Restated Articles oflncorporation of Westar Energy, Inc. (filed as Exhibit 3(111) I to the Fo1m 10-K for the period ended December 31, 2011 filed on February 23, 2012) 4(a) Mortgage and Deed of Trust dated July 1, 1939 between Westar Energy, Inc. and Harris Trust and Savings I Bank, Trustee (filed as Exhibit 4(a) to Registration Statement No. 33-21739) 4(b) First and Second Supplemental Indentures dated July 1, 1939 and April 1, 1949, respectively (filed as I Exhibit 4(b) to Registration Statement No. 33-21739) 4(c) Sixth Supplemental Indenture dated October 4, 1951 (filed as Exhibit 4(b) to Registration Statement No. I 33-21739) .

4(d) Fourteenth Supplemental Indenture dated May 1, 1976 (filed as Exhibit 4(b) to Registration Statement No. I 33-21739) 4(e) Twenty-Eighth Supplemental Indenture dated July 1, 1992 (filed as Exhibit 4(o) to the Form 10-K for the I period ended December 31, 1992 filed on March 30, 1993)

Thirtv-Second Supplemental Indenture dated April 15, 1994 (filed as Exhibit 4(s) to the Form 10-K for the I period ended December 31, 1994 filed on March 30, 1995)

Senior Indenture dated August l, 1998 (filed as Exhibit 4.1 to the Form 10-0 for the period ended June 30, I 1998 filed on August 12, 1998)

Fom1 of Senior Note (included in Exhibit 4(g)) I Thi1tv-Fourth Supplemental Indenture dated June 28, 2000 (filed as Exhibit 4(v) to the Form 10-K for the I period ended December 31, 2000 filed on April 2, 2001)

Thirty-Sixth Supplemental Indentw-e dated as of June 1, 2004, between Westar Energy, Inc. and BNY I Midwest Trust Company (as successor to Harris Trust and Savings Bank), to its Mortgage and Deed of Trust dated Julv I, 1939 (filed as Exhibit 4.1 to the Form 8-K filed on January 18, 2005)

Thirty-Ninth Supplemental Indenture dated June 30, 2005 between Westar Energy, Inc. and BNY Midwest I Trust Company (as successor to Harris Trust and Savings Bank) to its Mortgage and Deed of Trust dated July 1, 1939 (filed as Exhibit 4.1 to the Fonn 8-K filed on July L 2005)

Forni of Forty-Second Supplemental Indenture, dated as of March 1, 2012 bv and among Westar Enemy, I Inc., The Bank of New York Mellon Trust Company, N.A. and Judith L. Bartolini (filed as Exhibit 4. I to the Form 8-K filed on February 29, 2012)

\

Form ofFortv-Second Supplemental (Reopening) Indenture, dated as of May 17, 2012 by and among I Westar Energy, Inc., The Bank of New York Mellon Trust Company, N.A. and Judith L. Bartolini (filed as Exhibit 4.1 to the Form 8-K filed on May I 6, 2012)

Fom1 ofFortv-Third Supplemental Indenture, dated as of March 28, 2013, by and among Westar Energy, I Inc. and The Bank of New York Mellon Trust Company, N.A., as successor trustee to Harris Trnst and Savings Bank (filed as Exhibit 4.1 to the Form 8-K filed on March 22. 2013)

Form of Forty-Fourth Supplemental Indentw*e, dated as of August 19, 2013. by and among Westar Energy, I Inc. and The Bank ofNew York Mellon Trust Company, N.A., as successor trnstee to HaiTis Trust and Savings Bank (filed as Exhibit 4.1 to the Fonn 8-K filed on August 14, 2013)

F01m of Forty-Fifth Supplemental Indenture, dated as ofNovember 13, 2015, by and among Westar Energv, I Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Forni 8-K filed on November 6. 2015)

Form ofF01tv-Sixth Supplemental Indenture, dated as of June 20, 2016, by and among Westar Energv, Inc. I and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Forni 8-K filed on June 17, 2016)

Form of Forty-Seventh Supplemental Indenture, dated as of March 6, 2017, by and among Westar Energy, I Inc. and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank (filed as Exhibit 4.1 to the Fo1m 8-K filed on March 3, 2017)

Instruments defining the rights of holders of other long-term debt not required to be filed as Exhibits will be furnished to the Commission upon request.

Executive Salary Continuation Plan of Western Resources, Inc., as revised, effective September 22, 1995 I (filed as Exhibit l O(j) to the Form 10-K for the period ended December 31, 1995 filed on March 27. 1996)*

119

Amended and Restated Long-Te1m Incentive and Share Award Plan (filed as Exhibit 10 to the Form 8-K I filed on May 6, 2011)*

Amended and Restated Long-Term Incentive and Share Award Plan, effective Januaty 1, 2016 (filed as I Appendix B to the Proxv Statement filed on April 1, 2016)*

  • Westar Energy, Inc. Fo1m of Restricted Share Units Award (Grant Date February 24, 2016) (filed as Exhibit I lO(f) to the Fonn 10-K for the period ended December 31, 2014 filed on February 25, 2015)*

Westar Energy, Inc. Fonn of Perfonnance Based Restricted Share Units Award (Grant Date February 24. I 2016) (filed as Exhibit lO(g) to the Fo1m 10-K for the period ended December 3 L 2014 filed on February 25, 2015)*

Westar Energy, Inc. Fmm of Restricted Share Units Award (Grant Dates February 22, 2017 Forward) (filed I as Exhibit 10(+/-) to the Form 10-K for the period ended December 31, 2016 filed on Februa1y 22, 2017)*

Westar Energy. Inc. Form of Performance Based Restricted Share Units Award (Grant Dates Febrnarv 22, I 2017 Forward) (filed as Exhibit I O(g) to the Form 10-K for the period ended December 31. 2016 filed on February 22, 2017)*

Westar Energy, Inc. Non-Employee Director Deferred Compensation Plan. as amended and restated, dated I as of October 20, 2004 (filed as Exhibit 10.l to the Form 8-K filed on October 21, 2004)**

Summary of Westar Energy, Inc. Non-Employee Director Compensation (filed as Exhibit lO(f) to the Forni I 10-K for the period ended December 31, 2015 filed on February 24, 2016)*

Form of Amended and Restated Change in Control Agreement with Officers of Westar Energy, Inc. (filed as I Exhibit 1O{g) to the Fo1m 10-K for the period ended December 31, 2015 filed on February 24, 2016)*

Westar Energy. Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.1 to the Fo1m 8-K filed on I April 2, 2010)*

Westar Enen..ry, Inc. 40l(k) Benefit Restoration Plan (filed as Exhibit 10(1) to the Form 10-K for the period I ended December 31. 2014 filed on February 25, 2015)*

Credit Agreement dated as of February 18, 2011, among Westar Energv, Inc. and several banks and other I financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10.1 to the Fonn 8-K filed on February 22, 2011)

First Extension Agreement dated as of February 12, 2013, among Westar Energy, Inc. and several banks and I other financial institutions party thereto (filed as Exhibit 10.l to the Fmm 8-K filed on February 15, 2013)

Second Extension Agreement d,lted as of February 14.2014, among Westar Energy, Inc. and several banks I and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit lO(v) to the Form 10-K for the period ended December 31, 2013 filed on February 26, 2014)

First Amendment to Credit Agreement and Lender JoinderAgreement, dated December 19, 2016, by and I among Westar Energy, Inc. and the several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.1 to the Form 8-K filed on December 20, 2016)

Second Amendment to Credit Agreement, dated December 14. 2017, by and among Westar Energy, Inc. and I the several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.1 to the Fonn 8-K filed on December 14, 2017)

Fourth Amended and Restated Credit Agreement dated as of September 29, 2011, among Westar Energv, I Inc. and several banks and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10.1 to the Form 8-K filed on September 29. 2011)

First Extension Agreement dated as of July 19, 2013, among Westar Energv, Inc. and several banks and I other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit l O(a) to the Form 10-Q for the period ended September 30, 2014 filed on November 5, 2014)

Second Extension Agreement dated as of September 18, 2014, among Westar Energy, Inc. and several banks I and other financial institutions or entities from time to time parties to the Agreement (filed as Exhibit 1O(b) to the Fonn 10-0 for the period ended September 30, 2014 filed on November 5, 2014)

Third Extension Agreement dated as of September 17. 2015, among Westar Energy, Inc. and several banks I and other finm1cial institutions or entities from time to time parties to the Agreement (filed as Exhibit 10 to the Form 10-0 for the period ended September 30, 2015 filed on November 3, 2015)

Amendment Agreement, dated December 19, 2016, by and among Westm* Energv, Inc. and the several I banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.2 to the Form 8-K filed on December 20, 2016)

Second Amendment Agreement, dated December 14, 2017, bv and among Westar Energy, Inc. and the I several banks and other financial institutions or entities from time to time parties thereto (filed as Exhibit 10.2 to the Form s~K filed on December 14, 2017)

Computations of Ratio of Consolidated Earnings to Fixed Charges #

Subsidiaries of the Registrant #

120

Consent oflndependent Registered Public Accounting Firm, Deloitte & Touche LLP #

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 #

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 #

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished and not to be #

considered filed as part of the Form 10-K) 101.INS XBRL Instance Document #

101.SCH XBRL Taxonomy Extension Schema Document #

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document #

101.DEF XBRL Taxonomy Extension Definition Linkbase Document #

101.LAB XBRL Taxonomy Extension Label Linkbase Document #

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document #

121

WESTAR ENERGY, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Balance at Charged to Balance Beginning Costs and at End Description of Period Expenses Deductions (a) of Period (In Thousands)

Year ended December 31, 2015 Allowances deducted from assets for doubtful accounts ....................... ... $ 5,309 $ 8,614 $ (8,629) $ 5,294 Year ended December 31, 2016 Allowances deducted from assets for doubtful accounts ........... ............ ... $ 5,294 $ 12,197 $ (10,824) $ 6,667 Year ended December 31, 2017 Allowances deducted from assets for doubtful accounts .......................... $ 6,667 $ 10,509 $ (10,460) $ 6,716 (a) Result from write-offs of accounts receivable.

122

ITEM 16. FORM 10-K

SUMMARY

None.

123

SIGNATURE Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WESTAR ENERGY, INC.

Date: February 21, 2018 By: /s/ ANTHONY D. SOMMA Anthony D. Somma Senior Vice President, Chief Financial Officer and Treasurer 124

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

/s/ MARK A. RUELLE Director, President and Chief Executive Officer February 21, 2018 (Principal Executive Officer)

(Mark A. Ruelle)

/s/ ANTHONY D. SOMMA Senior Vice President, Chief Financial Officer and Treasurer February 21, 2018 (Principal Financial and Accounting Officer)

(Anthony D. Somma)

/s/ CHARLES Q. CHANDLER IV Chairman of the Board February 21, 2018 (Charles Q. Chandler IV)

/s/ MOLLIE H. CARTER Director February 21, 2018 (Mollie H. Carter)

/s/ R. A. EDWARDS III Director February 21, 2018 (R. A. Edwards III)

/s/ JERRYB. FARLEY Director February 21, 2018 (Jerry B. Farley)

/s/ RICHARD L. HAWLEY Director February 21, 2018 (Richard L. Hawley)

/s/ B. ANTHONY ISAAC Director February 21, 2018 (B. Anthony Isaac)

/s/ SANDRAA. J. LAWRENCE Director February 21, 2018 (Sandra A. J. Lawrence)

/s/ S. CARL SODERSTROM JR. Director February 21, 2018 (S. Carl Soderstrom Jr.)

125

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Table of Contents UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

}'ORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Deccmber31,2017 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ _ _ to _ __

Exact name of registrant as specified in its charter, Commission state of incorporation, address of principal I.R.S. Employer File Number executive offices and telephone number Identification Number 001-32206 GREAT PLAINS ENERGY INCORPORATED 43-1916803 (A Missouri Corporation) 1200 Main Street KansasCity,Missouri 64105 (816) 556-2200 000-51873 KANSAS CITY POWER & LIGHT COMPANY 44-0308720 (A Missouri Corporation) 1200 Main Street Kansas City, Missouri 64105 (816) 556-2200 Each of the following classes or series of securities registered pursuant to Section l 2(b) of the Act is registered on the New York Stock Exchange:

Registrant Title of each class Great Plains Energy Incorporated Common Stock, without par value Securities registered pursuant to Section l 2(g) of the Act: Kansas City Power & Light Company Common Stock without par value.

Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Great Plains Energy Incorporated Yes X No Kansas City Power & Light Company Yes No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Great Plains Energy Incorporated Yes No X Kansas City Power & Light Company Yes No X Indicate by check mark whether the registrant(!) has filed all reports required to be filed by Section 13 or l S(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Great Plains Energy Incorporated Yes X No Kansas City Power & Light Company Yes X No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of thiq chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Great Plains Energy Incorporated Yes X No Kansas City Power & Light Company Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) i~ not contained herein, and will not be contained, to the best of registrant's know ledge, in definitive proxy or infonnation statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.

Great Plains Energy Incorporated X Kansas City Power & Light Company X Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of"large accelerated filer," "accelerated filer," "s1naller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Great Plains Energy Incorporated Large accelerated filer X Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company Kansas City Power & Light Company Large accelerated filer Accelerated filer Non-accelerated filer X Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Great Plains Energy Incorporated Yes No Kansas City Power & Light Company Yes No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Great Plains Energy Incorporated Yes No X Kansas City Power & Light Company Yes No X The aggregate market value of the voting and non-voting common equity held by non-affiliates of Great Plains Energy Incorporated (based on the closing price of its common stock on the New York Stock Exchange on June 30, 2017) was approximately $6,311,042,442. All of the common equity of Kansas City Power & Light Company is held by Great Plains Energy Incorporated, an affiliate of Kansas City Power & Light Company.

On February 16, 2018, Great Plains Energy Incorporated had 215,665,193 shares of common stock outstanding.

On February 16, 2018, Kansas City Power& Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated.

Kansas City Power & Light Company meets the conditions set forth in General Instruction (l)(l)(a) and (b) of Form 10-K and is therefore filing this Form I 0-K with the reduced disclosure format.

Documents Incorporated by Reference Portions of the 2018 annual meeting proxy statement of Great Plains Energy Incorporated to be filed with the Securities and Exchange Commission are incorporated by reference in Part III of this report.

Table of Contents TABLE OF CONTENTS Paee Number Cautionary Statements Regarding Certain Forward-Looking Information Glossarv of Terms PART!

Item 1. Business 1 Item IA. Risk Factors ll Item IB. Unresolved Staff Comments 28 Item 2. Properties 29 Item 3. Le2al Proceedin2s 30 Item 4. Mine Safety Disclosures 30 PART II Item 5. Market for Registrant's Common Eguity, Related Stockholder Matters and Issuer Purchases of .ll Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementmy Data 56 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ill Item 9A. Controls and Procedures 121 Item 9B. Other Information 125 PART Ill Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence 126 Item 14. Principal Accounting Fees and Services 127 PART IV Item 15. Exhibits and Financial Statement Schedules Signatures 147 2

j

Table of Contents This combined annual report on Form I 0-K is being filed by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L). KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all infonnation contained in this report relates to, and where required is filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy's other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed by, KCP&L. KCP&L makes no representation as to that information. Neither Great Plains Energy nor its other subsidiaries have any obligation in respect of KCP&L's debt securities and holders of such securities should not consider Great Plains Energy's or its other subsidiaries' financial resources or results ofoperations in making a decision with respect to KCP&L's debt securities. Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or its other subsidiaries.

CAUTIONARY STATEMENTS REGARDING CERTAIN FORWARD-LOOKING INFORMATION Statements made in this report that are not based on historical facts are forward-looking. may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to the anticipated merger transaction of Great Plains Energy and Westar Energy, Inc. (Westar), including those that relate to the expected financial and operational benefits of the merger to the companies and their shareholders (including cost savings, operational efficiencies and the impact of the anticipated merger on earnings per share), the expected timing of closing, the outcome of regulatory proceedings, cost estimates of capital projects, dividend growth, share repurchases, balance sheet and credit ratings, rebates to customers, employee issues and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking infonnation. These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy, KCP&L and Westar; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates that the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impaim1ents of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including, but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions including, but not limited to, weather-related damage and their effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effect~ of weather, economic conditions and other factors on customer consumption and financial results; ability to achieve generation goals and the occmTence and duration of planned and unplanned generation outages; delays in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy's and Westar's ability to successfully manage and integrate their respective transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility including, but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including, but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy and Westar to obtain the regulatory approvals necessary to complete the anticipated merger or the imposition of adverse conditions or costs in connection with obtaining regulatory approvals; the risk that a condition to the closing of the anticipated merger may not be satisfied or that the anticipated merger may fail to close; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated merger; the costs incurred to consummate the anticipated merger; the possibility that the expected value creation from the anticipated merger will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; the credit ratings of the combined company 3

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Table of Contents following the anticipated merger; disruption from the anticipated merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the anticipated merger; and other risks and uncertainties.

This list of factors is not all-inclusive because it is not possible to predict all factors. Part I Item I A Risk Factors included in this report should be carefully read for further understanding of potential risks for each of Great Plains Energy and KCP&L. Other sections of this report and other periodic reports filed by each of Great Plains Energy and KCP&L with the Securities and Exchange Commission (SEC) should also be read for more information regarding risk factors. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy and KCP&L undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

4

_J

Table of Contents GLOSSARY OF TERMS The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.

Abbreviation or Acronym Definition AFUDC Allowance for Funds Used During Construction Amended Merger Agreement Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc. and King Energy, Inc.

ARO Asset Retirement Obligation ASU Accounting Standards Update CCRs Coal combustion residuals Clean Air Act Clean Air Act Amendments of 1990 CO 2 Carbon dioxide Company Great Plains Energy Incorporated and its consolidated subsidiaries Companies Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries DOE Department of Energy DOJ Department of Justice ECA Energy Cost Adjustment EIRR Environmental Improvement Revenue Refunding Electric Utility Electric utility segment EPA Environmental Protection Agency EPS Earnings (loss) per common share ERISA Employee Retirement Income Security Act of 1974, as amended Exchange Act The Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FERC The Federal Energy Regulatory Commission FCC The Federal Communications Commission GAAP Generally Accepted Accounting Principles GMO KCP&L Greater Missouri Operations Company, a wholly owned subsidiary of Great Plains Energy GP Star GP Star, Inc.

GPETHC GPE Transmission Holding Company LLC, a wholly owned subsidiary of Great Plains Energy Great Plains Energy Great Plains Energy Incorporated and its consolidated subsidiaries Great Plains Energy Board Great Plains Energy Board of Directors HSR Hart-Scott-Rodino Holdco Monarch Energy Holding, Inc., a Missouri corporation KCC The State Corporation Commission of the State of Kansas KCP&L Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy, and its consolidated subsidiaries KCP&L Receivables Company Kansas City Power & Light Receivables Company, a wholly owned subsidiary ofKCP&L kWh Kilowatt hour MEEIA Missouri Energy Efficiency Investment Act Merger Sub King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco MGP Manufactured gas plant MPS Merchant MPS Merchant Services, Inc., a wholly owned subsidiary of GMO 5

Table of Contents Abbreviation or Acronym Definition MPSC Public Service Commission of the State of Missouri MW Megawatt MWb Megawatt hour NAY Net asset value NERC* North American Electric Reliability Corporation NOL Net operating loss NRC Nuclear Regulatory Commission OMERS OCM Credit Portfolio LP Original Merger Agreement Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and GP Star, Inc.

RTO Regional Transmission Organization SEC Securities and Exchange Commission Series A Preferred Stock 7.25% Mandatory Convertible Preferred Stock, Series A Series B Preferred Stock 7.00% Series B Mandatory Convertible Preferred Stock SPP Southwest Power Pool, Inc.

Transource Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC WCNOC Wolf Creek Nuclear Operating Corporation Westar Westar Energy, Inc.

Westar Board Westar Board of Directors Wolf Creek Wolf Creek Generating Station 6

J

Table of Contents PART I ITEM 1. BUSINESS General Great Plains Energy Incorporated and Kansas City Power & Light Company are separate registrants filing this combined annual report on Form I 0-K. The tenns "Great Plains Energy," "Company," "KCP&L" and "Companies" are used throughout this report. "Great Plains Energy" and the "Company" refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated.

"KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies" refers to Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries.

Information in other Items of this report as to which reference is made in this Item l is hereby incorporated by reference in this Item I.

The use oftenns such as "see" or "refer to" shall be deemed to incorporate into this Item I the inforn1ation to which such reference is made.

GREAT PLAINS ENERGY INCORPORATED Great Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries and cash and cash equivalents. Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows:

KCP&L is an integrated, regulated electric utility that prov ides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).

GMO is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri. GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant). MPS Merchant has certain long-term natural gas contracts remaining from its fom1er non-regulated trading operations.

Great Plains Energy also wholly owns GPE Transmission Holding Company, LLC (GPETHC). GPETHC owns 13.5% ofTransource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC (AEPTHC), a subsidiary of American Electric Power Company, Inc. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.

Great Plains Energy's sole reportable business segment is the electric utility segment (Electric Utility). For information regarding the revenues, income and assets attributable to Electric Utility, see Note 22 to the consolidated financial statements. Comparative financial information and discussion regarding Electric Utility can be found in Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

Electric Utility consisL~ of KCP&L, a regulated utility, GMO's regulated utility operations and GMO Receivables Company. Electric Utility serves approximately 867,100 customers located in western Missouri and eastern Kansas. Customers include approximately 764,200 residences, I 00,400 commercial firms and 2,500 industrials, municipalities and other electric utilities. Electric Utility's retail revenues averaged approximately 93% of its total operating revenues over the last three years. Wholesale finn power, bulk power sales and miscellaneous electric revenues accounted for the remainder of Electric Utility's revenues. Electric Utility is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Electric Utility's total electric revenues were 100% of Great Plains Energy's revenues over the last three years. Electric Utility's net income accounted for approximately (242)% of Great Plains Energy's net loss in 2017 and 10 I% and 105% of Great Plains Energy's net income in 2016 and 2015, respectively.

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Table of Contents Anticipated Merger with Westar Energy, Inc.

In May 20 I 6, Great Plains Energy and Westar entered into an Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar and GP Star, Inc. (GP Star) (Original Merger Agreement) in which Great Plains Energy would have acquired Westar for a combination of cash and shares of Great Plains Energy common stock. In April 2017, The State Corporation Commission of the State of Kansas (KCC) issued an order denying Great Plains Energy's, KCP&L's and Westar's joint application for the approval of the acquisition citing concerns with the purchase price, Great Plains Energy's capital structure, quantifiable and demonstrable customer benefits and staffing levels in Westar's service territory, among other items.

In July 2017, Great Plains Energy entered into an Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc., a Missouri corporation (Holdco), and King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco (Merger Sub) (Amended Merger Agreement). Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Pursuant to the Amended Merger Agreement, at closing each outstanding share of Great Plains Energy's and Westar's common stock will be converted into the right to receive 0.5981 and 1.0, respectively, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar.

The anticipated merger with West1r has been stmctured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company. See Note 2 to the consolidated financial statements for additional information concerning the anticipated merger with Westar.

Regulation KCP&L and GMO are regulated by the Public Service Commission of the State of Missouri (MPSC) and KCP&L is also regulated by KCC with respect to retail rates, certain accounting matters, standards of service and, in certain cases, the issuance of securities, certification of facilities and service territories. KCP&L and GMO are also subject to regulation by The Federal Energy Regulatory Commission (FERC) with respect to transmission, wholesale sales and rates, and other matters. KCP&L has a 47% ownership interest in Wolf Creek Generating Station (Wolf Creek), which is subject to regulation by the Nuclear Regulatory Commission (NRC) with respect to licensing, operations and safety-related requirements.

The table below summarizes the rate orders in effect for KCP&L's and GMO's retail rate jurisdictions.

Allowed Return on Rate-Making Equity Regulator Equity Ratio Rate Base (in billions) Effective Date KCP&L Missouri MPSC 9.5% 49.2% $2.5 June 2017 KCP&L Kansas KCC 9.3% 50.5% $2.l October2015 GMO MPSC 9.5% -9.75%(*) (a) (a) February 2017 la) GM O's current rate order reflects a global settlement with an implied return on equity range of 9.5% - 9.75% and does not contain an agreed upon rate-making equity ratio or rate base.

Missouri and Kansas jurisdictional retail revenues averaged approximately 70% and 30%, respectively, of Electric Utility's total retail revenues over the last three years.

See Item 7 MD&A, Critical Accounting Policies section, and Note 6 to the consolidated financial statements for additional information concerning regulato1y matters.

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Table of Contents Competition Missomi and Kansas continue on the fully integrated and regulated retail utility model. As a result, KCP&L and GMO do not compete with others to supply and deliver electricity in its franchised service te1Titory, although other sources of energy can provide alternatives to retail electric utility customers. If Missouri or Kansas were to pass and implement legislation authorizing or mandating retail choice, Electric Utility may no longer be able to apply regulated utility accounting principles to deregulated portions of its operations and may be required to write off certain regulatory assets and liabilities.

Electric Utility competes in the wholesale market to sell power in circumstances when the power it generates is not required for customers in its service territory. This competition primarily occurs within the Southwest Power Pool, Inc. (SPP) Integrated Marketplace, in which KCP&L and GMO are participants. Similar to other Regional Transmission Organization (RTO) or Independent System Operator (ISO) markets currently operating, this marketplace determines which generating units among market participants should run, within the operating constraints of a unit, at any given time for maximum regional cost-effectiveness.

In this regard, Electric Utility competes with other regional power suppliers, principally other utilities within the SPP Integrated Marketplace, on the basis of availability and price. Electric Utility's wholesale revenues averaged approximately 5% of its total revenues over the last three years.

Power Supply Electric Utility has approximately 6,500 MWs of total owned generating capacity and also purchases power to meet its customers' needs, to satisfy firm power commitments or to meet renewable energy standards. Electric Utility's purchased power from others, as a percentage of total MWhs generated and purchased, averaged approximately 26% over the last three years. Management believes Electric Utility will be able to obtain enough power to meet its future demands due to the coordination of planning and operations in the SPP region and existing power purchase agreements; however, price and availability of power purchases may be impacted during periods of high demand.

Electric Utility's total capacity by fuel type, including both owned generating capacity and power purchase agreements, is detailed in the table below.

Estimated 2018 Percent of Total Fuel Type MW Capacity Capacity Coal 3,433 44 %

Nuclear 552 7 Natural gas and oil 2,342 30 Wind(a) 1,389 18 Solar, landfill gas and hydroelectric (b) 65 1 Total capacity 7,781 100 %

(a) MWs are based on nameplate capacity of the wind facility. Includes owned generating capacity of 149 MWs and long-tem1 power purchase agreement~ of approximately 1,240 MWs of wind generation which expire in 2032 through 2037.

th) Includes a long-term power purchase agreement for approximately 60 MWs of hydroelectric generation which expires in 2023.

Electric Utility's projected peak summer demand for 2018 is approximately 5,200 MWs. Electric Utility expects to meet its projected capacity requirements for the foreseeable future with its existing generation assets and power and capacity purchases.

KCP&L and GMO are members of the SPP. The SPP is a FERC-approved RTO with the responsibility to ensure reliable power supply, adequate transmission infrastructure and ensure competitive wholesale electricity prices in the region. As SPP members, KCP&L and GMO are required to maintain a minimum reserve margin of 12%. This net positive supply of capacity is maintained through generation asset ownership, capacity agreements, power purchase agreements and peak demand reduction programs. The reserve margin is designed to support reliability of the region's electric supply.

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Table of Contents Fuel The principal fuel sources for Electric Utility's owned generation are coal and nuclear fuel. It is expected, with normal weather, that approximately 98% of 2018 net MWhs generated will come from these sources with the remainder provided by wind, natural gas and oil. The actual 2017 and estimated 2018 fuel mix and delivered cost in cents per net kilowatt hour (kWh) generated are outlined in the following table.

Fuel cost in cents per Fuel Mix <*J net kWh generated Estimated Actual Estimated Actual Fuel 2018 2017 2018 2017 Coal 77 % 75 % 1.84 1.81 Nuclear 21 23 0.62 0.69 Natural gas and oil <I 7.46 15.19 Wind 2 Total owned generation 100 % 100% 1.42 1.62

(,) Fuel mix based on percent of net MWbs generated.

Coal During 2018, Electric Utility's generating units, including jointly owned units, are projected to burn approximately 11 million tons of coal. KCP&L and GMO have entered into coal-purchase contracts with various suppliers in Wyoming's Powder River Basin (PRB), the nation's principal supply region oflow-sulfur coal, and with local suppliers. The coal to be provided under these contracts is expected to satisfy approximately 95% of the projected coal requirements for 2018 and approximately 40%

for 2019. The remainder of the coal requirements is expected to be fulfilled through additional contracts or spot market purchases.

KCP&L and GMO have also entered into rail transportation contracts with various railroads to transport coal from the PRB to their generating units. The transportation services to be provided under these contracts are expected to satisfy almost all of the projected transportation requirements for 2018. The contract rates adjust for changes in railroad costs.

Nuclear Fuel KCP&L owns 47% of Wolf Creek Nuclear Operating Corporation (WCNOC), the operating company for Wolf Creek, which is Electric Utility's only nuclear generating unit. Wolf Creek purchases uranium and has it processed for use as fuel in its reactor.

This process involves conversion of uranium concentrates to uranium hexafluoride, enrichment of uranium hexafluoride and fabrication of nuclear fuel assemblies. The owners of Wolf Creek have on hand or under contract all of the uranium and conversion services needed to operate Wolf Creek through March 2027. The owners also have under contract all of the uranium enrichment and fabrication required to operate Wolf Creek through March 2027 and September 2025, respectively.

See Note 5 to the consolidated financial statements for additional information regarding nuclear plant.

Environmental Matters See Note 15 to the consolidated financial statements for information regarding environmental matters.

KANSAS CITY POWER & LIGHT COMPANY KCP&L, a Missouri corporation incorporated in 1922 and headquartered in Kansas City, Missouri, is an integrated, regulated electric utility that engages in the generation, transmission, distribution and sale of electricity. KCP&L serves approximately 542,500 customers located in western Missouri and eastern Kansas. Customers include approximately 479,300 residences, 61,200 commercial finns, and 2,000 industrials, municipalities and other electric 10

Table of Contents utilities. KCP&L's retail revenues averaged approximately 92% of its total operating revenues over the last three years. Wholesale finn power, bulk power sales and miscellaneous electric revenues accounted for the remainder ofKCP&L's revenues. KCP&L is significantly impacted by seasonality with approximately one-third of its retail revenues recorded in the third quarter. Missouri and Kansas jurisdictional retail revenues averaged approximately 57% and 43%, respectively, of total retail revenues over the last three years.

Great Plains Energy and KCP&L Employees At December 31, 2017, Great Plains Energy and KCP&L had 2,709 employees, including 1,664 represented by three local unions of the International Brotherhood of Electrical Workers (IBEW). KCP&L has labor agreements with Local 1613, representing clerical employees (expires March 31, 2018), with Local 1464, representing transmission and distribution workers (expires February 28, 2018),

and with Local 412, representing power plant workers (expires February 28, 2021).

Executive Officers All of the individuals in the following table have been officers or employees in the responsible positions with the Company noted below for the past five years unless othe1wise indicated in the footnotes. The executive officers were reappointed to the indicated positions by the respective boards of directors, effective January 1, 2018, to hold such positions until their resignation, removal or the appointment of their successors. There are no family relationships between any of the executive officers, nor any arrangement or understanding between any executive officer and any other person involved in officer selection. Each executive officer holds the same position with GMO as he or she does with KCP&L. '

Year First Assumed an Name Age Current Position(s) Officer Position Teny Bassham (a) 57 Chairman of the Board, President and Chief Executive Officer- Great Plains 2005 Energy and KCP&L Kevin E. Bryant (b) 42 Senior Vice President - Finance and Strategy and ChiefFinancial Officer - Great 2006 Plains Energy and KCP&L Steven P. Busser (cl 49 Vice President - Risk Management and Controller - Great Plains Energy and 2014 KCP&L Charles A Caisley (d) 45 Vice President - Marketing and Public Affairs - Great Plains Energy and KCP&L 2011 Ellen E. Fairchild (0 ) 56 Vice President, Chief Compliance Officer and Corporate Secretary - Great Plains 2010 Energy and KCP&L Heather A. Humphrey (t) 47 Senior Vice President - Corporate Services and General Counsel - Great Plains 2010 Energy and KCP&L Darrin R. Ives (gJ 48 Vice President - Regulatory Affairs - KCP&L 2013 Lori A. Wright (hJ 55 Vice President - Corporate Planning, Investor Relations and Treasurer- Great 2002 Plains Energy and KCP&L (a) Mr. Bassham was appointed Chairman of the Board in May 2013 and has served as ChiefExecutive Officer of Great Plains Energy, KCP&L and GMO since 2012. He has served as President ofcach company since 2011. He previously served as President and Chief Operating Officer of Great Plains Energy, KCP&L and GMO (2011-2012)and as Executive Vice President- Utility Operations ofKCP&L and GMO (2010-2011). He was Executive Vice President -Finance and Strategic Development and ChiefFinaneial Officer of Great Plains Energy (2005-20 l 0) and ofKCP&L and GMO (2009-2010).

(bl Mr. Bryant was appointed Senior Vice President - Finance and Strategy and ChiefFinancial Officer of Great Plains Energy, KCP&L and GMO in 2015.

He previously served as Vice President - Strategic Planning of Great Plains Energy, KCP&L and GMO (2014). He served as Vice President - Investor Relations and Strategic Planning and TreasurerofGreat Plains Energy, KCP&L and GMO (2013). He served as Vice President - Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO (2011-2013). He was Vice Presiderit - Strategy and Risk Management ofKCP&L and GMO (201 l) and Vice President - Energy Solutions (2006-2011) ofKCP&L and GMO.

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Table of Contents (cl Mr. Busser was appointed Vice President - Risk Management and Controller of Great Plains Energy, KCP&L and GMO in 2016. He previously served as Vice President - Business Planning and Controller of Great Plains Energy, KCP&L and GMO (2014-2016). He served as Vice President -Treasurer ofEI Paso Electric Company (2011-2014). Prior to that, he served as Vice President -Treasurer and Chief Risk Officer(2006-201 l) and Vice President -

Regulatory Affairs and Treasurer (2004-2006) of El Paso Electric Company.

(dl Mr. Caislcy was appointed Vice President - Marketing and Public Affairs of Great Plains Energy, KCP&L and GMO in 2011. He was Senior Director of Public Affairs (2008-2011) and Director ofGovemmental Affairs ofKCP&L (2007-2008).

(el Ms. Fairchild was appointed Vice President, Chief Compliance Officer and Corporate Secretary of Great Plains Energy, KCP&L and GMO in 2010. She was Senior Director of Investor Relations and Assistant Secretary (2010) and Director of Investor Relations (2008-2010) of Great Plains Energy, KCP&L and GMO.

cl) Ms. Humphrey was appointed Senior Vice President - Corporate Services and General Counsel of Great Plains Energy, KCP&L and GMO in 2016. She previously served as General Counsel (2010-2016) and Senior Vice President - Human Resources of Great Plains Energy, KCP&L and GMO (2012-2016). She served as Vice President - Human Resources of Great Plains Energy, KCP&L and GMO (20I0-2012). She was Senior Director of Human Resources and Interim General Counsel of Great Plains Energy, KCP&L and GMO (2010) and Managing Attorney ofKCP&L (2007-2010).

(gl Mr. Ives was appointed Vice President - Regulatory Affairs ofKCP&L and GMO in 2013. He previously served as Senior Director- Regulatory Affairs of KCP&L and GMO (2011-2013). He was Assistant Controller of Great Plains Energy, KCP&L and GMO (2008 -2011).

(hJ Ms. Wright was appointed Vice President - Corporate Planning, Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO in 2016. She previously served as Vice President - Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO (2014-2016). She served as Vice President - Business Planning and Controller of Great Plains Energy, KCP&L and GMO (2009-2014). She was Controller of Great Plains Energy and KCP&L (2002-2008) and GMO (2008).

Available Information Great Plains Energy's website is www.greatplainsenergy.com and KCP&L's website is www.kcpl.com. Information contained on these websites is not incorporated herein. The Companies make available, free of charge, on or through their websites, their annual reports on Form l 0-K, quarterly report<; on Form l 0-Q, current reports on Fonn 8-K and amendments to those report'> filed or furnished pursuant to Section l 3(a) or l 5(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), as soon as reasonably practicable after the companies electronically file such material with, or furnish it to, the SEC. In addition, the Companies make available on or through their websites all other reports, notifications and certifications filed electronically with the SEC.

The public may read and copy any materials that the Companies file with the SEC at the SEC's Public Reference Room at I 00 F Street, NE, Washington, DC 20549. For infonnation on the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy statements and other information regarding the Companies.

Investors should note that the Companies announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, the Companies may use the Investor Relations section of Great Plains Energy's website (www.greatplainsenergy.com) to communicate with investors about Great Plains Energy and KCP&L. It is possible that the financial and other information posted there could be deemed to be material information. TI1e infornrntion on Great Plains Energy's website is not part of this document.

ITEM lA. RISK FACTORS Risks Relating to the Anticipated Merger with Westar:

The value of the shares of Holdco common stock that Great Plains Energy's shareholders receive upo11 the consummation o.f the anticipated merger may be less than the value of the shares of Great Plains Energy 12

Table of Contents common stock as of the date of the Amended Merger Agreement, the date of this report or the date of the shareholders' meeting.

The exchange ratio for Great Plains Energy in the Amended Merger Agreement is fixed and will not be adjusted in the event of any change in the stock price of Great Plains Energy prior to the anticipated merger. A significant amount of time will have elapsed between the dates when the shareholders of Great Plains Energy voted to approve the Amended Merger Agreement at the shareholders' meeting on November 2 l, 20 l 7, and the date when the anticipated merger is completed. The absolute and relative price of shares of Great Plains Energy common stock may vary significantly between the date of the meetings, the date of this report and the date of the completion of the anticipated merger. These variations may be caused by, among other things, changes in the businesses, operations, results or prospect<; of Great Plains Energy and Westar, market expectations of the likelihood that the anticipated merger will be completed and the timing of completion, the prospects of post-merger operations, general market and economic conditions and other factors. In addition, it is impossible to predict accurately the market price of the Holdco common stock to be received by Great Plains Energy shareholders atlerthe completion of the anticipated merger. Accordingly, the price of Great Plains Energy common stock on the date of this report and on the date of the meetings may not be indicative of the price immediately prior to completion of the anticipated merger and the price of Holdco common stock after the anticipated merger is completed.

The ability of Great Plains Energy and Westar to complete the anticipated merger is subject to various closing co11ditio11s, illcludi11g the receipt of co11se11ts and approvals from govemme11tal authorities, which may impose conditions that could adversely affect Great Plains Energy or cause the anticipated merger to be abandoned.

To complete the anticipated merger, (l) each of Great Plains Energy and Westar must also make certain filings with and obtain certain consents and approvals from various govemment'll and regulatory authorities, (2) the listing on the New York Stock Exchange of the shares of Holdco common stock to be issued to Great Plains Energy and West'lr shareholders in the anticipated merger must be approved, (3) there cannot be any material adverse effect with respect to Great Plains Energy, Westar and their respective subsidiaries, (4) there cannot be any laws or judgments, whether preliminary, temporary or permanent, which may prevent, make illegal or prohibit the completion of the anticipated merger, (5) subject to certain materiality exceptions, the representations and warranties made by Great Plains Energy and Westar, respectively, must be accurate and the parties must comply with their respective obligations under the Amended Merger Agreement, (6) Great Plains Energy and Westar must receive certain tax opinions, (7) there cannot be any shares of Great Plains Energy preference stock outstanding and (8) Great Plains Energy must have not less than $1.25 billion in cash or cash equivalents on its balance sheet. If the foregoing conditions are not satisfied or waived, one or both of Great Plains Energy and Westar would not be required to complete the merger.

Great Plains Energy and Westar have not yet obtained the regulatory consents and approvals required to complete the anticipated merger. Governmental or regulatory agencies could seek to block or challenge the anticipated merger or could impose restrictions they deem necessary or desirable in the public interest as a condition to approving the anticipated merger. Great Plains Energy and Westar will be unable to complete the anticipated merger until the consents and approvals have been received from KCC, the MPSC, the NRC, FERC and The Federal Communication Commission (FCC) (collectively referred to as the "required governmental approvals").

Regulatory authorities may impose certain requirements or obligations as conditions for their approval. The Amended Merger Agreement may require Great Plains Energy and/or Westar to accept conditions from these regulators that could adversely impact the combined company. If the required govemment'll approvals are not received, or they are not received on tenns that satisfy the conditions set forth in the Amended Merger Agreement, then neither Great Plains Energy nor Westar will be obligated to complete the anticipated merger.

In December 2017, the Federal Trade Commission (FTC) granted Great Plains Energy's request for early termination of the waiting period under the Hait-Scott-Rodino (HSR) Act.

Even after the statutory waiting period under the antitmst laws and even after completion of the anticipated merger, governmental authorities could seek to block or challenge the anticipated merger as they deem necessary or desirable in tl1e public interest. In addition, in some jurisdictions, a private party could initiate an action under the antitrust laws challenging or seeking to enjoin the anticipated merger, before or atler it is completed. Great Plains 13

Table of Contents Energy or Westar may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The shareholders' meetings at which the Great Plains Energy shareholders and the Westar shareholders voted to approve the transactions contemplated by the Amended Merger Agreement took place before all such approvals have been obtained and before the terms of any conditions to obtain such approvals tlrnt may be imposed are known. As a result, Great Plains Energy and Westar may make decisions after the meetings to waive a condition or approve certain actions required to obtain necessary approvals without seeking further shareholder approval. Such actions could have an adverse effect on the combined company.

In addition, the Amended Merger Agreement contains other customary closing conditions, which may not be satisfied or waived.

If Great Plains Energy and Westar are unable to complete the anticipated merger, Great Plains Energy would be subject to a number of risks, including the following:

Great Plains Energy would not realize the anticipated benefits of the anticipated merger, including, among other things, increased operating efficiencies and future cost savings; the attention of management of Great Plains Energy may have been diverted to the anticipated merger rather than to its own operations and the pursuit of other opportunities that could have been beneficial; the potential loss of key personnel during the pendency of the anticipated merger as employees may experience uncertainty about their future roles with the combined company; Great Plains Energy will have been subject to certain restrictions on the conduct of their businesses, which may prevent Great Plains Energy from making certain acquisitions or dispositions or pursuing certain business opportunities while the anticipated merger is pending; and the trading price of Great Plains Energy common stock may decline to the extent that the current market price reflects a market assumption that the anticipated merger will be completed.

Great Plains Energy can provide no assurance that the various closing conditions will be satisfied and that the required governmental approvals and other approvals will be obtained, or that any required conditions will not materially adversely affect the combined company following the anticipated merger. In addition, Great Plains Energy can provide no assurance that these conditions will not result in the abandonment or delay of the anticipated merger. The occtmence of any of these events individually or in combination could have a material adverse effect on tl1e companies' results of operations and the trading price of Great Plains Energy common stock.

The Amended Merger Agreement contains provisions that limit Great Plains Energy's ability to pursue alternatives to the anticipated merger, could discourage a potential acquil'er of Great Plains Energy from making a favorable alternative transaction proposal and, in certain circumstances, could require Great Plains Energy to pay a termi11atio11 Jee to the other party.

Under the Amended Merger Agreement, Great Plains Energy and Westar each are restricted from entering into alternative transactions.

Unless and until the Amended Merger Agreement is terminated, subject to specified exceptions, each party is restricted from soliciting, initiating or knowingly encouraging, inducing or facilitating, or participating in any discussions or negotiations with any person regarding, or cooperating in any way with any person with respect to, any alternative proposal or any inquiry or proposal that would reasonably be expected to lead to an alternative proposal. Great Plains Energy and Westar each may tem1inate the Amended Merger Agreement and enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including compliance with the provisions of the Amended Merger Agreement restricting solicitation of alternative proposals and requiring payment of a termination fee in certain circumstances. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Great Plains Energy from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher market value 14

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Table of Contents than the market value proposed to be received or realized in the anticipated merger, or might result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. As a result of these restrictions, Great Plains Energy may not be able to enter into an agreement with respect to a more favorable alternative transaction without incuning potentially significant liability to Westar.

The Amended Merger Agreement provides that in connection with the termination of the Amended Merger Agreement under specified circumstances relating to a failure to obtain regulatory approvals, a final and nonappealable order enjoining the consummation of the anticipated merger in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the Amended Merger Agreement to consummate the closing of the anticipated merger once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar a tem1ination fee of $190 million. In addition, in the event that the Amended Merger Agreement is terminated by Westar under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Westar may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the Amended Merger Agreement is tem1inated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Great Plains Energy may be required to pay Westar a termination fee of $190 million.

Great Plains Energy will be subject to various uncertainties while the anticipated merger is pendi11g that may cause disruption and may make it more difficult to maintain relationships with employees, suppliers, or customers.

Uncertainty about the effect of the anticipated merger on employees, suppliers and customers may have an adverse effect on Great Plains Energy. These uncertainties may impair the ability of Great Plains Energy to attract, retain and motivate key personnel until the anticipated merger is completed and for a period of time thereafter, and could cause customers, suppliers and others that deal with Great Plains Energy to seek to change or tenninate existing business relationships with Great Plains Energy or not enter into new relationships or transactions.

Employee retention and recruitment may be particularly challenging prior to the completion of the anticipated merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company. If, despite Great Plains Energy's retention and recruiting efforts, key employees depart or fail to continue employment because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, Great Plains Energy's financial results could be adversely affected. Furthermore, the combined company's operational and financial perfomrnnce following the anticipated merger could be adversely affected if it is unable to retain key employees and skilled workers of Great Plains Energy. The loss of the services of key employees and skilled workers and their experience and knowledge regarding Great Plains Energy's businesses could adversely affect the combined company's future operating results and the successful ongoing operation of its businesses.

Great Plai11s Energy is subject to co11tractual restrictions in the Amended i1tlerger Agreement that may hinder its operations pending the anticipated merger.

The Amended Merger Agreement restricts Great Plains Energy, without Westar's consent, from making certain acquisitions and taking other specified actions until the anticipated merger occurs or the Amended Merger Agreement terminates. These restrictions may prevent Great Plains Energy from pursuing otherwise attractive business opportunities and making other changes to its business prior to completion of the anticipated merger or termination of the Amended Merger Agreement.

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Table of Contents Failure to complete the anticipated merger, or significant delays ill completing the anticipated merger, could negatively affect the trading price of Great Plains Energy c011111w11 stock and the future business a11d financial results of Great Plains Energy.

Completion of the anticipated merger is not assured and is subject to risks. including the risks that approval of the anticipated merger by governmental agencies is not obtained or that other closing conditions are not satisfied. If the anticipated merger is not completed, or if there are significant delays in completing the anticipated merger, it could negatively affect the trading price of Great Plains Energy common stock and its future business and financial results, and Great Plains Energy will be subject to several risks, including the following:

Great Plains Energy may be liable for damages to Westar under the terms and conditions of the Amended Merger Agreement; negative reactions from the financial mark el~, including declines in the price of Great Plains Energy common stock due to the fact that current prices may reflect a market assumption that the anticipated merger will be completed; and having to pay certain significant costs relating to the anticipated merger, including, in certain circumstances, a termination fee.

Failure to succes,~fully combine the businesses of Great Plains Energy and Westar in the expected time frame may adversely affect the future results of the combilled company, and, consequently, the value of the Holdco common stock that Great Plains Energy s/wre/wlders receive as the merger consideration.

The success of the anticipated merger will depend, in part, on the ability of the combined company to realize the anticipated benefits and efficiencies from combining the businesses of Great Plains Energy and Westar. To realize these anticipated benefits, the businesses must be successfully combined. If the combined company is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the transactions may not be realized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the anticipated merger.

These integration difficulties could result in a decline in the market value of Holdco common stock and, consequently, result in a decline in the market value of the Holdco common stock that Great Plains Energy shareholders receive as part of the merger consideration and continue to hold following consummation of the anticipated merger.

Great Plains Energy will incur significant transaction and other merger-related costs in connection with the anticipated merger.

Great Plains Energy has inctmed and expects to incur additional costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the anticipated merger. Additional unanticipated costs may also be incurred in the integration of the businesses of Great Plains Energy and Westar. Any net benefit from the anticipated elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term or at all.

Transaction costs could have a material adverse impact on the results of Great Plains Energy, and the failure to achieve the anticipated benefits and efficiencies from the merger, or the incurrence of additional expenses, could have a material adverse impact on the result~

of operations of the combined company and it~ ability to pay dividends after closing. In tum, the current market value of Great Plains Energy common stock, or the future market value of Holdco common stock that Great Plains Energy shareholders receive as merger consideration, could be adversely impacted.

The market price of Hol,lco 's co11111um stock after the anticipated merger may be affected by factors different ji*om those affecting the shares of Great Plains Energy or Westar curre11tly.

Upon completion of the anticipated merger, the businesses of the combined company will differ from those of Great Plains Energy and Westar prior to the anticipated merger in important respects and, accordingly, the results of operations of the combined company and the market price of Holdco's shares of common stock following the anticipated merger may be affected by factors different from those currently affecting the independent results of operations of Great Plains Energy and Westar.

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Table of Contents Each of Westar and Great Plains Energy and their respective subsidiaries has substantial amounts of indebtedness. Consequently, the combined company will have substantial indebtedness following the anticipated merger. As a result, it may be difficult for the combined company to pay or refinance its debt~ or take other actions, and the combined company may need to divert its cash flow from operations to debt service payments.

The combined company's debt service obligations with respect to this indebtedness could have an adverse impact on its earnings and cash flows for as long as the indebtedness is outstanding.

The combined company's indebtedness could also have important consequences to holders of Holdco common stock. For example, it could:

make it more difficult for the combined company to pay or refinance its debts as they become due during adverse economic and industry conditions because any decrease in revenues could cause the combined company to not have sufficient cash flows from operations to make its scheduled debt payments; require a substantial portion of the combined company's cash flows from operations to be used for debt service payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions, dividend payments and other general corporate purposes; result in a downgrade in the rating of the combined company's indebtedness, which could limit its ability to borrow additional funds or increase the interest rates applicable to its indebtedness; or require that additional terms, conditions or covenants be placed on Holdco.

Based upon current levels of operations, Holdco expects to be able to generate sufficient cash on a consolidated basis to make all of the principal and interest payments when such payments are due under the combined company's existing credit facilities, indentures and other instruments governing its outstanding indebtedness, but there can be no assurance that the combined company will be able to repay or refinance such borrowings and obligations.

The anticipated benefits of combining the companies may not be realized.

Great Plains Energy entered into the Amended Merger Agreement with the expectation that the anticipated merger would result in various benefits, including, among other things, increased operating efficiencies and future cost savings that cannot be quantified with ce1tainty at this time. Although Great Plains Energy expects to achieve the anticipated benefits of the anticipated merger, achieving them is subject to a number of uncertainties, including:

whether U.S. federal and state public utility, antitrust and other regulatory authorities whose approval is required to complete the anticipated merger impose conditions on the merger, which may have an adverse effect on the combined company, including its ability to achieve the anticipated benefits of the merger; the ability of the two companies to combine certain of their operations or take advantage of expected growth opportunities; general market and economic conditions; general competitive factors in the marketplace; and higher than expected costs required to achieve the anticipated benefits of the merger.

No assurance can be given that these benefits will be achieved or, if achieved, the timing of their achievement. Failure to achieve these anticipated benefit~ could result in increased costs and decreases in the amount of expected revenues or net income of the combined company.

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Table of Contents The anticipated merger may 11ot be accretive to Great Plains Energy~v earnings a11d may cause dilution to Great Plai11s Energy's earnings per share, which may 11egatively affect the market price of Holdco common stock that Great Plai11s E11ergy~v shareholders receive upon the co11swn11rntion of the anticipated merger.

Great Plains Energy currently anticipates that the anticipated merger will be accretive to Great Plains Energy's forecasted earnings per share on a standalone basis. This expectation is based on preliminary estimates, including with respect to the anticipated timing and amount of common stock repurchases following the closing of the merger, any of which may materially change. Great Plains Energy may encounter additional transaction and integration_-related costs than it currently anticipates, may fail to realize all of the benefits anticipated in the merger or may be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in the combined company's earnings per share or decrease or delay the expected accretive effect of the anticipated merger and contribute to a decrease in the price of Holdco common stock.

The anticipated merger will combine two companies that are currellfly affected by developme11ts in the electric utility indusfly, incl11di11g changes in regulation and increased competition. A failure to adapt to the cha11gillg regulatory environme11t after the anticipated merger could adversely affect the stability of the combined company~'> earnings and could result in the erosion of its market positions, revenues am/ profits.

Because Great Plains Energy, Westar and their respective subsidiaries are regulated in the U.S. at the federal level and in several states, the two companies have been and will continue to be affected by legislative and regulatory developments. After the anticipated merger, the combined company and/or its subsidiaries will be subject in the U.S. to extensive federal regulation as well as to state regulation in Missouri and Kansas. Each of these jurisdictions has implemented, is in the process of implementing or possibly will implement changes to the regulatory and legislative framework applicable to the electric utility industry. These changes could have a material adverse effect on the combined company.

The costs and burdens associated with complying with these regulatory jurisdictions may have a material adverse effect on the combined company. Moreover, potential legislative changes, regulatory changes or otherwise may create greater risks to the stability of utility earnings generally. If the combined company is not responsive to these changes, it could suffer erosion in market position, revenues and profits as competitors gain access to the service territories of it5 utility subsidiaries.

The price of Holdco common stock that Great Plains Energy's share/wlders receive upon the consummation of the anticipated merger may experience volatility.

Following the consummation of the anticipated merger, the price of Holdco common stock may be volatile. Some of the factors that could affect the price of Holdco common stock are quarterly increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, the ability of Holdco to implement its integration strategy and to realize the expected synergies and other benefits from the anticipated merger and speculation in the press or investment community about Holdco's financial condition or results of operations. General market conditions and U.S. economic factors and political events unrelated to the performance of Holdco may also affect its stock price. For these reasons, shareholders should not rely on recent trends in the price of Great Plains Energy common stock to predict the future price of Holdco's common stock or its financial results.

Utility Regulatory Risks:

Complex utility regulation could adversely affect the Companies' results of operations, financial position and cash flows.

The Companies are subject to, or affected by, extensive federal and state utility regulation, including regulation by the MPSC, KCC, FERC, NRC, North American Electric Reliability Corporation (NERC) and SPP. The Companies must address in their business planning and management of operations the effects of existing and proposed laws and regulations and potential changes in the regulatmy framework, including initiatives by federal and state legislatures, RTOs, utility regulators and taxing authorities. Failure of the Companies to obtain adequate rates or regulatory approvals in a timely manner, new or changed laws, regulations, standards, interpretations or other legal requirements, deterioration of the Companies' relationship with regulators and increased compliance costs and potential non-compliance consequences may materially affect the Companies' results of operations, financial 18

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Table of Contents position and cash flows. Additionally, regulators may impose burdensome restrictions and conditions on the Companies' transactions and ventures, rendering them less attractive from a financial or operational perspective. Certain of these risks are addressed in greater detail below.

The outcome of retail rate proceedings could have a material impact 011 the business am/ is largely outside the Companies' control.

The rates that KCP&L and GMO are allowed to charge their customers significantly influence the Companies' results of operations, financial position and cash flows. These rates are subject to the determination, in large part, of governmental entities outside of the Companies' control, including the MPSC, KCC and FERC.

111e utility rate-setting principle generally applicable to KCP&L and GMO is that rates should provide a reasonable opportunity to recover expenses and investments prudently incurred to provide utility service plus a reasonable return on such investments. Various expenses incurred by KCP&L and GMO have been excluded from rates by the MPSC and KCC in past rate cases as not being pmdently incurred or not providing utility customer benefit, and tllere is a risk that certain expenses incurred in the future may not be recovered in rates. Third-parties often intervene in the utilities' rate cases and argue that certain costs have not been prudently incurred or are otherwise not recoverable in rates. The MPSC and KCC also have in the past and may in the future exclude from rates all or a portion of investments in various facilities as not being prudently incurred or not being useful in providing utility service.

As discussed in the "Environmental Risks" and "Financial Risks" sections below, tile Companies' capital expenditures are substantial and there is a risk that a portion of the capital costs could be excluded from rates in future rate cases.

The Companies are also exposed to cost-recovery shortfalls due to the inherent "regulatory Jag" in the rate-setting process, especially during periods of significant cost inflation or declining retail usage, as KCP&L's and GMO's utility rates are generally based on historical information and are not subject lo adjustment between rate cases, other than principally for fuel, purchased power, transmission and property taxes for KCP&L in Kansas; fuel, purchased power, certain transmission costs and demand-side investments for KCP&L in Missouri; and fuel, purchased power, certain transmission costs, demand-side investments and renewable energy (solar rebates) for GMO. These and other factors may result in under-recovery of costs, failure to earn the autllorized return on investment, or both.

Failure to timely recover the full investment costs of capital projects, the impact of renewable energy and energy efficiency programs, other utility costs and expenses due to regulatory disallowances, regulatory lag or oilier factors could lead to lowered credit ratings, reduced access to capital markets, increased financing costs, lower flexibility due to constrained financial resources and increased collateral security requirements, or reductions or delays in planned capital expenditures. In response to competitive, economic, political, legislative, public perception (including, but not limited to, the Companies' environmental reputation) and regulatory pressures, the Companies may be subject to rate moratoriums, rate refunds, limits on rate increases, lower allowed returns on investments or rate reductions, including phase-in plans designed to spread tile impact of rate increases over an extended period of time for the benefit of customers.

Regulatory requirements regarding utility operations may increase costs and may expose the Companies to compliance penalties or adverse rate consequences.

The FERC, NERCand SPP have implemented and enforce an extensive set of transmission system reliability, cybersecurity and critical infrastmcture protection standards tllat apply to public utilities, including KCP&L and GMO. The MPSC and KCC have the autllority to implement utility operational standards and requirements, such as vegetation management standards, facilities inspection requirements and quality of service standards. In addition, the Companies are also subject to health, safety and other requirements enacted by the Occupational Safety and Health Administration, tile Department of Transportation, the Department of Labor and other federal and state agencies. As discussed more fully under "Operational Risks," the NRC extensively regulates nuclear power plants, including Wolf Creek. The costs of existing, new or modified regulations, standards and oilier requirements could have an adverse effect on the 19

Table of Contents Companies' results of operations, financial position and cash flows as a result of increased operations or maintenance and capital expenditures for new facilities or to repair or improve existing facilities. In addition, failure to meet quality of service, reliability, cybersecurity, critical infrastructure protection, operational or other standards and requirements could expose the Companies to penalties, additional compliance costs, or adverse rate consequences.

Environmental Risks:

The Companies are subject to current and potential environmental requirements and the incurrence of environmental liabilities, any or all of which may adversely affect their business and financial results.

The Companies are subject to extensive federal, state and local environmental laws, regulations and pe1mit requirements relating to air and water quality, waste management and disposal, natural resources and health and safety. In addition to imposing continuing compliance obligations and remediation costs for historical and pre-existing conditions, these laws, regulations and permits authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. There is also a risk that new environmental laws and regulations, new administrative or judicial interpretations of environmental laws and regulations, or the requirements in new or renewed environmental permits could adversely affect the Companies' operations. In addition, there is also a risk of lawsuits brought by third parties alleging violations of environmental commitments or requirements, claiming creation of a public nuisance or other matters, and seeking injunctions or rnonetaiy damages or other damages. Certain federal courts have held that state and local governments and private parties have standing to bring climate change tort suits seeking company-specific emission reductions and damages.

Environmental pennits are subject to periodic renewal, which may result in more stringent permit conditions and limits. New facilities, or modifications of existing facilities, may require new environmental permits or amendments to existing permits. Delays in the environmental permitting process, public opposition and challenges, denials of permit applications, limits or conditions imposed in pennits and the associated uncertainty may materially adversely affect the cost and timing of projects, and thus materially adversely affect the Companies' results of operations, financial position and cash flows.

KCP&L and GMO periodically seek recovery of capital costs and expenses for environmental compliance and remediation through rate increases; however, there can be no assurance that recove1y of these costs would be granted. KCP&L and GMO may be subject to material adverse rate treatment in response to competitive, economic, political, legislative or regulatory pressures and/or public perception of the Companies' environmental reputation. The costs of compliance or noncompliance with environmental requirements, remediation cost~. adverse outcomes of lawsuits, or failure to timely recover environmental costs could have a material adverse effect on the Companies' results of operations, financial position and cash flows. Certain of these matters are discussed in more detail below. See Note 15 to the consolidated financial statements for additional info1mation regarding certain significant environmental matters and Great Plains Energy's and KCP&L's current estimates of capital expenditures to comply with environmental regulations.

Air and Climate Change The Companies' current generation capacity is primarily coal-fired, and is estimated to produce about one ton of carbon dioxide (CO 2 ) per MWh, or approximately l 7 million tons and 13 million tons of CO 2 per year for Great Plains Energy and KCP&L, respectively. Management believes it is possible that additional federal or relevant state or local laws or regulations could be enacted to address global climate change. At the international level, the Paris Agreement was adopted in December 2015 by nearly 200 countries and became effective in November 20 l 6. The Paris Agreement does not result in any new, legally binding obligations on the U.S. to meet a particular greenhouse gas emissions target, but establishes a framework for international cooperation on climate change. In June 2017, U.S. President Donald Trump announced the U.S. would withdraw from the Paris Agreement. Under the rules of the Paris Agreement, the earliest any country can withdraw is November 2020. Other international agreements legally binding on the U.S. may be reached in the foture. Greenhouse gas legislation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be detem1ined until such legislation is passed. In 20

Table of Contents the absence of new Congressional mandates, the EPA is proceeding with regulation of greenhouse gases under the existing Clean Air Act.

In August 2015, the EPA finalized CO 2 emission standards for new, modified and reconstructed affected fossil-fuel-fired electric utility generating units. The standards would not apply to Great Plains Energy's and KCP&L's existing units unless the units were modified or reconstructed in the future. Also in August 2015, the EPA finalized its Clean Power Plan which sets CO 2 emission performance rates for existing affected fossil-fuel-fired electric generating units. Nationwide, by 2030, the EPA projects the Clean Power Plan would achieve CO 2 emission reductions from the power sector of approximately 32% from CO 2 emission levels in 2005.

In February 2016, the U.S. Supreme Court granted a stay of the Clean Power Plan putting the rule on hold pending review in the U.S. Court of Appeals for the District of Columbia Circuit and any subsequent review by the U.S. Supreme Court if such review is sought. In October 2017, the EPA proposed to repeal the Clean Power Plan on the basis that it exceeded the EPA's statutory authority. In December 2017, the EPA issued an advance notice of proposed rulemaking (ANPRM) to solicit comments as the agency considers proposing a future rnle to replace the Clean Power Plan. In the ANPRM, the EPA is considering proposing emission guidelines to limit greenhouse gas emissions from existing electric utility generating units. Compliance with the Clean Power Plan or any replacement rule has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be detennined until the outcome of the EPA's proposal to repeal the Clean Power Plan and pending litigation is known.

Water The Clean Water Act and associated regulations enacted by the EPA form a comprehensive program to restore and preserve water quality. All of the Companies' generating facilities, and certain of their other facilities, are subject to the Clean Water Act.

In May 2014, the EPA finalized regulations pursuant to Section 3 l 6(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement. KCP&L generation facilities with cooling water intake strnctures are subject to the best technology available standards based on studies completed to comply with such standards. The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment).

KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station. The pennit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River. KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. Great Plains Energy and KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a significant impact on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.

Further, the possible effects of climate change, including potentially increased temperatures and reduced precipitation, could make it more difficult and costly to comply with tl1e current and final pennit requirement<;.

Solid Waste Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations. In April 2015, the EPA published final regulations to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery 21

Table of Contents Act (RCRA) Subtitle D to address the risks from the disposal of CCRs generated from the combustion of coal at electric generating facilities. In September 2017, the EPA granted industry petitions to reconsider certain provisions of the CCR rule.

The Companies use coal in generating electricity and dispose of CCRs in both on-site facilities and facilities owned by third parties. Current and future EPA and state regulations regarding the handling, disposal and remediation ofCCRs could have a material adverse effect on the Companies' results of operations, financial position and cash flows.

Remediation Under current law, the Companies are also generally responsible for any liabilities associated with the environmental condition of their properties and other properties at which the Companies arranged for the disposal or treatment of hazardous substances, including properties that they have previously owned or operated, such as manufactured gas plants (MGP), regardless of whether tl1ey were responsible for the contamination or whether the liabilities arose before, during or after the time they owned or operated the properties or arranged for tl1e disposal or treatment of hazardous substances.

Due to all of the above, the Companies' projected capital and other expenditures for environmental compliance are subject to significant uncertainties, including the timing of implementation of any new or modified environmental requirements, the limits imposed by such requirements and the types and costs of the compliance alternatives selected by the Companies. As a result, costs to comply with environmental requirements cannot be estimated with certainty, and actual costs could be significantly higher than projections. New environmental laws and regulations affecting the operations of the Companies may be adopted, and new interpretations of existing laws and regulations could be adopted or become applicable to the Companies or their facilities, any of which may materially adversely affect the Companies' business, adversely affect the Companies' ability to continue operating its power plants as currently done and substantially increase environmental expenditures or liabilities in the future.

Financial Risks:

Financial market disruptions and declines in credit ratings may increase financing costs and/or limit access to the credit markets, which may adversely affect liquidity and results.

The Companies rely on access to short-term money markets, revolving credit facilities provided by financial institutions and long-term capital markets as significant sources of liquidity for capital requirements not satisfied by cash flows from operations. The Companies also rely on bank-provided credit facilities for credit support, such as letters of credit, to support operations. The amount of credit support required for operations varies and is impacted by a number of factors.

Great Plains Energy, KCP&L, GMO and certain of their securities are rated by Moody's Investors Service and S&P Global Ratings. These ratings impact the Companies' cost of funds and Great Plains Energy's ability to provide credit support for its subsidiaries. The interest rates on borrowings under the Companies' revolving credit agreements are subject to increase as their respective credit ratings decrease. The amount of collateral or other credit support required under power supply and certain other agreements is also dependent on credit ratings.

Conditions in the U.S. capital and credit markets may deteriorate in the future for a variety of reasons, including, among others:

instability in global markets, political uncertainty in the U.S. or abroad, fluctuations in the price of oil, geopolitical instability or other unforeseen events both in the U.S. and around the world. Adverse market conditions or decreases in Great Plains Energy's, KCP&L's or GMO's credit ratings could have material adverse effects on the Companies. These effects could include, among otl1ers: reduced access to capital and increased cost of funds; dilution resulting from equity issuances at reduced prices; changes in the type and/or increases in the amount of collateral or other credit support obligations required to be posted with contractual counterparties; increased nuclear decommissioning trust and pension and other post-retirement benefit plan funding requirements; rate case disallowance ofKCP&L's or GMO's costs of capital; reductions in or delays of capital expenditures; or reductions in Great Plains Energy's ability to provide credit support for its subsidiaries. Any of these results could adversely affect the Companies' results of operations, financial position and cash flows. In addition, market disruption and volatility could have an adverse impact on the Companies' lenders, suppliers and other counterparties or customers, causing them to fail to meet their obligations.

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Table of Contents Great Plains Energy has guaranteed some of GMO's long-term and short-term debt and payments under these guarantees may adversely affect Great Plains Energy's liquidity.

Great Plains Energy has issued guarantees covering $95 .5 million of GMO's long-tenn debt. Great Plains Energy also guarantees GMO's commercial paper program. At December 31, 2017, GMO had $209 .3 million of commercial paper outstanding. The guarantees obligate Great Plains Energy to pay amounts owed by GMO directly to the holders of the guaranteed debt in the event GMO defaults on its payment obligations. Great Plains Energy may also guarantee debt that GMO may issue in the future. Any guarantee payments could adversely affect Great Plains Energy's liquidity.

The inability of Great Plains Energy's subsidiaries to provide sufficient dividends to Great Plains Energy, or the inability otherwise of Great Plains Energy to pay dividends to its shareholders and meet its financial obligations would have an adverse effect.

Great Plains Energy is a holding company with no significant operations of its own. The primary source of funds for payment of dividends to its shareholders and its other financial obligations is dividends paid to it by its subsidiaries, particularly KCP&L and GMO. The ability of Great Plains Energy's subsidiaries to pay dividends or make other distributions, and accordingly, Great Plains Energy's ability to pay dividends on its common stock and meet its financial obligations principally depends on the actual and projected earnings and cash flow, capital requirements and general financial position of its subsidiaries, as well as regulatory factors, financial covenants, general business conditions and other matters.

In addition, Great Plains Energy, KCP&L and GMO are subject to certain corporate and regulatory restrictions and financial covenants that could affect their ability to pay dividends. Great Plains Energy's articles of incorporation restrict the payment of common stock dividends in the event common equity is 25% or less of total capitalization. Under the Federal Power Act, KCP&L and GMO generally can pay dividends only out of retained earnings. The revolving credit agreements of Great Plains Energy, KCP&L and GMO and the note purchase agreement for GMO's Series A, B and C Senior Notes contain a covenant requiring each company to maintain a consolidated indebtedness to consolidated total capitalization ratio of not more than 0.65 to 1.00 at all times. Under the Amended Merger Agreement, Great Plains Energy is also restricted from paying a quarterly common stock dividend in excess of $0.275 per share without the consent of Westar. See Note 11 to the consolidated financial statements for additional information. The Great Plains Energy Board of Directors (Great Plains Energy Board) regularly evaluates the common stock dividend policy and determines an appropriate dividend each quarter, after taking into account such factors as, among other things, earnings, financial condition and cash flows from KCP&L and GMO, as well as general economic conditions. Great Plains Energy cannot assure common shareholders that the dividend will be paid in the future or that, if paid, dividends will be at the same amount or with the same frequency as in the past.

Market performance, increased employee retirements and retirement plan regulations could significantly impact retirement plan funding requirements and associated cash needs and expenses.

Substantially all of the Companies' and WCNOC's employees participate in defined benefit retirement and other post-retirement plans. Former employees also have accrued benefits in defined benefit retirement and other post-retirement plans. The costs of these plans depend on a number of factors, including the rates ofreturn on plan assets, the level and nature of the provided benefit~, discount rates, the interest rates used to measure required minimum funding levels, changes in benefit design, changes in laws or regulations, and the Companies' required or voluntary contributions to the plans. The Companies cmTently have substantial untimded liabilities under these plans. Also, if the rate ofretirements exceeds planned levels, or if these plans experience adverse market returns on investments, or if interest rates materially fall, the Companies' contributions to the plans could rise substantially over historical levels. In addition, changes in accounting rules and assumptions related to future costs, returns on investments, interest rates and other actuarial assumptions, including projected retirements, could have a significant impact on the Companies' results of operations, financial position and cash flows.

The use of derivative contracts in the normal course of business could result in losses that could negatively impact the Companies' results of operations, financial position and cash flows.

The Companies use derivative instruments, such as swaps, options, futures and forwards, to manage commodity and financial risks. Losses could be recognized as a result of volatility in the market values of these contracts, if a counterparty fails to perforn1, or if the underlying transactions which the derivative instruments are intended to 23

Table of Contents hedge fail to materialize. In the absence of actively quoted market prices and pricing infomrntion from external sources, the valuation of these financial instruments can involve management's judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.

As a service provider to GMO, KCP&L may have exposure to GMO's financial performance and operations.

GMO has no employees of its own. KCP&L employees operate and manage GMO's properties, and KCP&L charges GMO for the cost of these services. These arrangements may pose risks to KCP&L, including possible claims arising from actions of KCP&L employees in operating GMO's prope1ties and providing other services to GMO. KCP&L's claims for reimbursement for services provided to GMO are unsecured and rank equally with other unsecured obligations of GMO. KCP&L's ability to be reimbursed for the costs incurred for the benefit of GMO depends on the financial ability of GMO to make such payments.

Customer and Weather-Related Risks:

The results of operations, financial position and cash flows of the Companies can be materially affected by changes in customer electricity consumption.

Changes in customer electricity consumption due to sustained financial market disruptions, downturns or sluggishness in the economy, technological advances, energy efficiency or other factors may adversely affect the Companies' results of operations, financial position and cash flows.

Technological advances, energy efficiency, or other energy conservation measures could reduce customer electricity consumption.

KCP&L and GMO generate electricity at central station power plants to achieve economies of scale and produce electricity at a competitive cost. There are distributed generation technologies that produce electricity, including microturbines, wind turbines, fuel cells and solar cells, that have recently become more cost competitive. If this trend continues, the Companies' customer electricity consumption could be reduced. Changes in technology could also alter the channels through which the Companies' customers purchase or use electricity, which could reduce the Companies' customer electricity consumption.

Weather is a major driver of the Companies' results of operations, financial position and cash flow.

Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities. Great Plains Energy and KCP&L are significantly impacted by seasonality, with approximately one-third of their retail electric revenues recorded in the third quarter. Unusually mild winter or summer weather can adversely affect sales. In addition, severe weather, including but not limited to tornados, snow, rain, flooding and ice storms can be destructive causing outages and property damage that can potentially result in additional expenses, lower revenues and additional capital restoration costs. KCP&L's and GMO's rates may not always be adjusted timely and adequately to reflect these increased costs. Some of the Companies' generating stations utilize water from the Missouri River for cooling purposes. Low water and flow levels can increase maintenance costs at these stations and, if these levels were to get low enough, could require modifications to plant operations. The possible effects of climate change (such as increased temperatures, increased occurrence of severe weather or reduced precipitation, among other possible results) could potentially increase the volatility of demand and prices for energy commodities, increase the frequency and impact of severe weather, increase the frequency of flooding or decrease water and flow levels. To the extent the frequency of extreme weather events increases, this could increase the Companies' cost in providing service.

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Table of Contents Operational Risks:

Operational risks may adversely affect the Companies' results of operations, finaJ)cial position and cash flows.

The operation of the Companies' electric generation, transmission, distribution and information systems involves many risks, including breakdown or failure of equipment, aging infrastructure, processes and personnel performance; problems that delay or increase the cost of returning facilities to service after outages; limitations that may be imposed by equipment conditions or environmental, safety or other regulatory requirements; fuel supply or fuel transportation reductions or interruptions; labor disputes; difficulties with the implementation or continued operation of information systems; transmission scheduling constraints; and catastrophic events such as fires, floods, droughL~, explosions, teITorism, cyber threats, severe weather or other similar occuITences. Furthennore, to the extent that a cyber attack was successful, customer and employee infomrntion may be stolen, equipment may be destroyed or damaged and operations may be disrupted. Any such equipment or system outage or constraint can, among other things:

in the case of generation equipment, affect operating costs, increase capital requirements and costs, increase purchased power volumes and costs and reduce wholesale sales opportunities; in the case of transmission equipment, affect operating costs, increase capital requirements and costs, require changes in the source of generation and affect wholesale sales opportunities and the ability to meet regulatory reliability and security requirements; in the case of distribution systems, affect revenues and operating costs, increase capital requirements and costs, and affect the ability to meet regulatory service metrics and customer expectations; and in the case of information systems, affect the control and operations of generation, transmission, distribution, customer information and other business operations and processes, increase operating costs, increase capital requirements and costs, and affect the ability to meet regulatory reliability and security requirements and customer expectations.

With the exception of Hawthorn No. 5, which was substantially rebuilt in 2001, and Iatan No. 2, which was completed in 2010, all of KCP&L's and GMO's coal-fired generating units and its nuclear generating unit were constructed prior to 1986. The age of these generating units increases the risk of unplanned outages, reduced generation output and higher maintenance expense. Training, preventive maintenance and other programs have been implemented, but there is no assurance that these programs will prevent or minimize future breakdowns or failures of the Companies' generation facilities or increased maintenance expense. Furthermore, aging transmission and distribution facilities are more prone to failure than new facilities, which results in higher maintenance expense and the need to replace these facilities with new infrastructure. The higher maintenance costs and capital expenditures for new replacement infrastructure could cause additional rate volatility for the Companies' customers, resistance by the Companies' regulators to allow customer rate increases and/or regulatory lag.

The Companies currently have general liability and property insurance in place to cover their facilities in amounts that management considers appropriate. These policies, however, do not cover the Companies' transmission or distribution systems, and the cost of repairing damage to these systems may adversely affect the Companies' results of operations, financial position and cash flows. Such policies are subject to certain limits and deductibles and do not include business inteITUption coverage. Insurance coverage may not be available in the future at reasonable costs or on commercially reasonable terms, and the insurance proceeds received for any loss of, or any damage to, any of the Companies' facilities may not be sufficient to restore the loss or damage.

These and other operating events may reduce the Companies' revenues, increase their costs, or both, and may materially affect their results of operations, financial position and cash flows.

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Table of Contents Cyber attacks and other disruptions to facilities could interfere with operations, expose the Companies, customers or employees to a risk of loss and could cause reputational and financial harm.

Electric utilities and other operators of critical energy infrastructure, like KCP&L and GMO, may face a heightened risk of cyber attack.

The Companies' facilities could be direct targets or indirect casualties of any such cyber attacks. The Companies' business relies on information technology for the generation, transmission and distribution of electricity, their primary business, as well as in secondary operational functions, including supply chain, and invoicing and collecting payments from customers. In the ordinary course of business, the Companies collect, store and transmit sensitive data including operating information, proprietary business information belonging to the Companies and third parties and personal information belonging to customers and employees. To the extent that a cyber attack was successful, customer and employee infonnation may be stolen, equipment may be destroyed or damaged and operations of the generation fleet and/or reliability of the transmission and distribution system may be disrupted. In such an event, the Companies may experience substantial loss of revenues, material response costs and other financial loss, including the increased cost of insurance coverage. The Companies could also be subject to litigation, increased regulation and reputational damage. Any of the foregoing could have a material adverse impact on the Companies' results of operations, financial position and cash flows.

The Companies are subject to information security risks and risks of unauthorized access to their systems.

In the course of their businesses, the Companies handle a range of system security and sensitive customer information. KCP&L and GMO are subject to laws and rules issued by different agencies concerning safeguarding and maintaining the confidentiality of this infonnation. A security breach of the utilities' information systems such as theft or the inappropriate release of certain types of information, including confidential customer infonnation or system operating information, could have a material adverse impact on the results of operations, financial position and cash flows of the Companies.

KCP&L and GMO operate in a highly regulated industry that requires the continued operation of sophisticated infonnation technology systems and network infrastructures. Despite implementation of security measures, the technology systems are vulnerable to disability, failures, employee error or malfeasance, or unauthorized access. Such failures or breaches of the systems could impact the reliability of generation, transmission and distribution systems, result in legal claims and proceedings, damage the Companies' reputation and also subject the Companies to financial hann. If the technology systems were to fail or be breached and not able to be recovered in a timely manner, critical business functions could be impaired and sensitive confidential data could be compromised, which could have a material adverse impact on the Companies' results of operations, financial position and cash flows.

The cost and schedule of capital projects may materially change and expected performance may not be achieved.

Great Plains Energy's and KCP&L's businesses are capital intensive. The Companies currently have significant capital projects pending and may also have significant capital projects in the future. The risks of any capital project include: that actual costs may exceed estimated costs due to inflation or other factors; risks associated with the incurrence of additional debt or the issuance of additional equity to fund such projects; delays that may occur in obtaining permits and materials; the failure of suppliers and contractors to perform as required under their contracts; inadequate availability or increased cost of equipment, materials or qualified craft labor; delays related to inclement weather; the scope, cost and timing of projects may change due to new or changed environmental requiremenL~, health and safety laws or other factors; and other events beyond the Companies' control may occur that may materially affect the schedule, cost and performance of these projects.

These and other risks could materially increase the estimated costs of capital projects, delay the in-service dates of projects, adversely affect the performance of the projects, and/or require the Companies to purchase additional electricity to supply their respective retail customers until the projects are completed. Thus, these risks may significantly affect the Companies' results of operations, financial position and cash flows.

26

Table of Contents Failure of one or more generation plant co-owners to pay their share of construction or operations and maintenance costs could increase the Companies' costs and capital requirements.

KCP&L owns 47% of Wolf Creek, 50% of La Cygne Station, 70% of Iatan No. 1 and 55% oflatan No. 2. GMO owns 18% of both Iatan units and 8% of Jeffrey Energy Center. The remaining po1iions of these facilities are owned by other utilities that are contractually obligated_ to pay their proportionate share of capital and other costs.

While the ownership agreements provide that a defaulting co-owner's share of the electricity generated can be sold by the non-defaulting co-owners, there is no assurance that the revenues received will recover the increased costs borne by the non-defaulting co-owners. Occtmence of these or other events could mate1;a11y increase the Companies' cosL~ and capital requirements.

KCP&L is exposed to risks associated with the ownership and operation of a nuclear generating unit, which could result in an adverse effect on the Companies' business and financial results.

KCP&L owns 47% of Wolf Creek. The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities, including Wolf Creek. In the event of non-compliance, the NRC has the authority to impose fines, shut down the facilities, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Additionally, the non-compliance of other nuclear facility operators with applicable regulations or the occurrence of a serious nuclear incident anywhere in the world could result in increased regulation of the nuclear industry as a whole. Any revised safety requirements promulgated by the NRC could result in substantial capital expenditures at Wolf Creek.

Wolf Creek has the lowest fuel cost per MWh of any of KCP&L's generating units, excluding renewable generation. An extended outage of Wolf Creek, whether resulting from NRC action, an incident at the plant or otherwise, could have a material adverse effect on KCP&L's results of operations, financial position and cash flows in the event KCP&L incurs higher replacement power and other costs that are not recovered _through rates or insurance. If a long-tenn outage occurred, the state regulatory commissions could reduce rates by excluding the Wolf Creek investment from rate base. Wolf Creek was constructed prior to 1986 and the age of Wolf Creek increases the risk of unplanned outages and results in higher maintenance costs.

Ownership and operation ofa nuclear generating unit exposes KCP&L to risks regarding decommissioning costs at the end of the unit's life. KCP&L contributes annually based on estimated decommissioning costs to a tax-qualified trust fund to be used to decommission Wolf Creek. The funding level assumes a projected level ofretum on trust assets. If the actual return on trust assets is below the projected level or actual decommissioning costs are higher than estimated, KCP&L could be responsible for the balance of funds required and may not be allowed to recover the balance through rates.

KCP&L is also exposed to other risks associated with the ownership and operation of a nuclear generating unit, including, but not limited to, (i) potential liability associated with the potential ha1mful effects on the environment and human health resulting from the operation of a nuclear generating unit, (ii) the storage, handling, disposal and potential release (by accident, through third-party actions or otherwise) of radioactive materials and (iii) uncertainties with respect to contingencies and assessments if insurance coverage is inadequate. Under the structure for insurance among owners of nuclear generating units, KCP&L is also liable for potential retrospective premium assessments (subject to a cap) per incident at any commercial reactor in the country and losses in excess of insurance coverage.

On March 29, 2017, Westinghouse Electric Company, LLC (Westinghouse) filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Wolf Creek contracL<; with Westinghouse for nuclear fuel fabrications and reactor services. Westinghouse has stated that it intends to continue normal business operations. However, if Westinghouse did not perfonn under its contracL<; with Wolf Creek it could result in an extended outage at Wolf Creek. An extended outage of Wolf Creek could have a material adverse effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows in the event KCP&L incurs higher replacement power and other costs that are not recovered through rates. In January 2018, Westinghouse issued a news release stating that it would sell its global business to an unaffiliated third party. This transaction must be approved by the bankruptcy court and applicable regulators. The process has not yet begun, but Westinghouse stated it plans to close 27

Table of Contents the transaction in the third quarter of 2018. It is not yet known at this time if Wolf Creek's contracts will be impacted.

The structure of the regional power market in which the Companies operate could have an adverse effect on the Companies' results of operations, financial position and cash flows.

In March 2014, the SPP launched its Integrated Marketplace. Similar to other RTO or ISO markets, this marketplace detennines which generating units among market participants should run, within the operating constraints of a unit, at any given time for maximum cost-effectiveness. In the event that KCP&L's and GMO's generating units are not among the lowest cost generating units operating within the market, KCP&L and GMO could experience decreased levels of wholesale electricity sales.

A market for Transmission Congestion Rights (TCR) is also included as part of the Integrated Marketplace. TCRs are financial instruments used to hedge transmission congestion charges. Both KCP&L and GMO acquire TCRs for the purpose of hedging against transmission congestion charges. There is a risk that KCP&L and GMO could incorrectly model the amount ofTCRs needed, or that the TCRs acquired could be ineffective in hedging against transmission congestion charges which could lead to increased purchased power costs.

The mies governing the various regional power markets may change from time to time and such changes could impact the Companies' costs and revenues. Because the manner in which RTOs or ISOs will evolve is unclear, the Companies are unable to assess fully the impact of these changes.

Litigation Risks:

The outcome of legal proceedings cannot be predicted. An adverse finding could have a material adverse effect on the Companies' results of operations, financial position and cash flows.

The Companies are party to various material litigation and regulatory matters arising out of their business operations. The ultimate outcome of these matters cannot presently be detennined, nor, in many cases, can the liability that could potentially result from a negative outcome in each case be reasonably estimated. The liability that the Companies may ultimately incur with respect to any of these cases in the event of a negative outcome may be in excess of amounts currently reserved and insured against with respect to such matters.

ITEM lB. UNRESOLVED STAFF COMMENTS None.

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Table of Contents ITEM 2. PROPERTIES Electric Utility Generation Resources Year Estimated 2018 Primary Unit Location Completed MW Capacity Fuel Base Load IatanNo.2 Missouri 2010 482 (a) Coal Wolf Creek Kansas 1985 552 (a) Nuclear Iatan No. I Missouri 1980 490 (a) Coal La Cygne Nos. 1 and 2 Kansas 1973,1977 699 (a) Coal Hawthorn No. 5 (bl Missouri 1969 564 Coal Montrose Nos. 2 and 3 Missouri 1960, 1964 334 Coal Peak Load West Gardner Nos. 1, 2, 3 and 4 Kansas 2003 314 Natural Gas Osawatomie Kansas 2003 76 Natural Gas Hawthorn Nos. 6 and 9 Missouri 2000 235 Natural Gas Hawthorn No. 8 Missouri 2000 79 Natural Gas Hawthorn No. 7 Missouri 2000 78 Natural Gas Northeast Black Start Unit Missouri 1985 2 Oil Northeast Nos. 17 and 18 Missouri 1977 105 Oil NortheastNos.13 and 14 Missouri 1976 95 Oil Northeast Nos. 15 and 16 Missouri 1975 106 Oil Northeast Nos. 11 and 12 Missouri 1972 88 Oil Wind Spearville 2 Wind Energy Facility (c) Kansas 2010 48 Wind Spearville l Wind Energy Facility (d) Kansas 2006 101 Wind Total KCP&L 4,448 Base Load Iatan No.2 Missouri 2010 159 (a) Coal Iatan No. I Missouri 1980 126 (a) Coal Jeffrey Energy Center Nos. I, 2 and 3 Kansas 1978, 1980, 1983 173 (a) Coal Sibley Nos. 2 and 3 Missouri 1962,1969 406 Coal Peak Load Lake Road Nos. 2 and 4 Missouri 1957, 1967 115 Natural Gas South Harper Nos. l, 2 and 3 Missouri 2005 303 Natural Gas Crossroads Energy Center Mississippi 2002 292 Natural Gas Ralph Green No. 3 Missouri 1981 71 Natural Gas Greenwood Nos. 1, 2, 3 and 4 Missouri 1975-1979 242 Natural Gas/Oil Lake Road No. 5 Missouri 1974 62 Natural Gas/Oil Lake Road Nos. I and 3 Missouri 1951, 1962 24 Natural Gas/Oil Lake Road Nos. 6 and 7 Missouri 1989,1990 42 Oil Nevada Missouri 1974 18 Oil Total GMO 2,033 Total Great Plains Energy 6,481 (a) Share of a jointly owned unit.

Cb) In 2001, a new boiler, air quality control equipment and an uprated turbine was placed in service at the Hawthorn Generating Station.

(c) Accredited capacity is 16 MW pursuant to SPP reliability standards.

ld) Accredited capacity is 31 MW pursuant to SPP reliability standards.

KCP&L owns 50% of La Cygne No. 1 and No. 2 Units, 70% of Iatan No. 1 Unit, 55% oflatan No. 2 Unit and 47% of Wolf Creek.

GMO owns 18% of each of Iatan No. 1 and No. 2 Units and 8% of Jeffrey Energy Center No. 1, No. 2 and No. 3 Units.

29

Table of Contents Electric Utility Transmission and Distribution Resources Electric Utility's electric transmission system interconnects with systems of other utilities for reliability and to permit wholesale transactions with other electricity suppliers. Electric Utility has approximately 3,600 circuit miles of transmission lines, 15,600 circuit miles of overhead distribution lines and 7,400 circuit miles of underground distribution lines in Missouri and Kansas. Electric Utility has all material franchise rights necessary to sell electricity within its retail service territory. Electric Utility's transmission and distribution systems are routinely monitored for adequacy to meet customer needs. Management believes the current systems are adequate to serve customers.

Electric Utility General Electric Utility's generating plants are located on property owned (or co-owned) by KCP&L or GMO, except the Spearville Wind Energy Facilities which are located on easements, and the Crossroads Energy Center and the South Harper Facility which are contractually controlled. Electric Utility's service centers, electric substations and a portion of its transmission and distribution systems are located on property owned or leased by Electric Utility. Electric Utility's transmission and distribution systems are for the most part located above or underneath highways, streets, other public places or property owned by others. Electric Utility believes that it has satisfactory rights to use those places or properties in the fo1m of pe1mits, grants, easements, licenses or franchise rights; however, it has not necessarily undertaken efforts to examine the underlying title to the land upon which the rights rest. Great Plains Energy's and KCP&L's headquarters are located in leased office space.

Substantially all of the fixed property and franchises of KCP&L, which consist principally of electric generating stations, electric transmission and distribution lines and systems, and buildings (subject to exceptions, reservations and releases), are subject to a General Mortgage Indenture and Deed of Trust dated as of December I, 1986, as supplemented (Indenture). Mortgage bonds totaling $479.5 million were outstanding at December 31, 2017.

A portion of the fixed property and franchises of GMO are subject to a General Mortgage Indenture and Deed of Trust dated as of April I, 1946, as supplemented. Mortgage bonds totaling $4.6 million were outstanding at December 3 l, 2017.

ITEM 3. LEGAL PROCEEDINGS Other Proceedings The Companies are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For infonnation regarding material lawsuits and proceedings, see Notes 2, 6, 15 and 16 to the consolidated financial statements. Such information is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES Not applicable.

30

Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES GREAT PLAINS ENERGY Great Plains Energy's common stock is listed on the New York Stock Exchange under the symbol "GXP". At February 16, 2018, Great Plains Energy's common stock was held by 13,952 shareholders of record. Infonnation relating to market prices and cash dividends on Great Plains Energy's common stock is set forth in the following table.

Common Stock Price Range (al Common Stock 2017 2016 Dividends Declared Quarter High Low High Low 2018 2017 2016 First $ 29.24 $ 26.87 $ 32.26 $ 26.34 $ 0.275 (b) $ 0.275 $ 0.2625 Second 29.92 27.86 32.68 28.35 0.275 0.2625 Third 31.58 29.14 31.22 26.53 0.275 0.2625 Fourth 34.70 30.55 28.60 26.20 0.275 0.275 (a) Based on closing stock prices.

fhl Declared February 13, 2018, and payable March 20, 2018, to shareholders of record as ofFcbruary 27, 2018.

Dividend Restrictions For information regarding dividend restrictions, see Note 13 to the consolidated financial statements.

Purchases of Equity Securities The following table provides information regarding purchases by Great Plains Energy for the three months ended December 31, 2017.

Issuer Purchases of Equity Securities Maximum Number (or Total Number of Approximate Dollar Shares (or Units) Value) of Shares (or Total Number of Purchased as Part of Units) that May Yet Be Shares (or Units) Average Price Paid per Publicly Announced Purchased Under the Month Purchased fa) Share (or Unit) Plans or Programs Plans or Programs October I - 31 2,981 $ 31.54 NIA November I - 30 2,421 33.63 NIA December 1 - 31 17,424 32.53 NIA Total 22,826 $ 32.52 NIA (a) Represents open market purchases for the Company's Dividend Reinvestment and Direct Stock Purchase Plan and defined contribution savings plan (401 (k)).

KCP&L KCP&L is a wholly owned subsidiary of Great Plains Energy, which holds the one share of issued and outstanding KCP&L common stock.

Dividend Restrictions For information regarding dividend restrictions, see Note 13 to the consolidated financial statements.

31

Table of Contents ITEM 6. SELECTED FINANCIAL DATA Year Ended December 31 2017 2016 2015 2014(*) 2013(*)

Great Plains Energy (dollars in millions except per share amounts)

Operating revenues $ 2,708 $ 2,676 $ 2,502 $ 2,568 $ 2,446 Net income (loss) $ (106) $ 290 $ 213 $ 243 $ 250 Basic and diluted earnings (loss) per common share $ (0.67) $ 1.61 $ 1.37 $ 1.57 $ 1.62 Total assets at year end (al $ 12,458 $ 13,570 $ 10,739 $ 10,453 $ 9,770 Total redeemable preferred stock, mandatorily redeemable preferred securities and long-term debt (including current maturities) (a) $ 3,664 $ 3,747 $ 3,746 $ 3,481 $ 3,492 Cash dividends per common share $ 1.10 $ 1.0625 $ 0.9975 $ 0.935 $ 0.8825 SEC ratio of earnings to combined fixed charges and preferred dividend requirements 1.66 2.54 2.58 2.72 2.75 KCP&L Operating revenues $ 1,891 $ 1,875 $ 1,714 $ 1,731 $ 1,671 Nctincome $ 180 $ 225 $ 153 $ 162 $ 169 Total assets at year end (nl $ 8,124 $ 8,058 $ 7,815 $ 7,495 $ 6,821 Total redeemable preferred stock, mandatorily redeemable preferred securities and long-term debt (including current maturities) (a) $ 2,582 $ 2,565 $ 2,563 $ 2,297 $ 2,294 SEC ratio of earnings to fixed charges 3.05 3.30 2.57 2.69 2.76 C*l Applicable balances for the years ended December 31, 2014 and 2013 have been adjusted for the adoption of Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentation ()[Debt Jysuance Cos LY.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIO NS GREAT PLAINS ENERGY INCORPORATED EXECUTIVE

SUMMARY

Description of Business Great Plains Energy is a public utility holding company and does not own or operate any significant asset<; other than the stock of its subsidia1ies and cash and cash equivalents.

Great Plains Energy's sole reportable business segment is Electric Utility. Electric Utility consists ofKCP&L, a regulated utility, GMO's regulated utility operations and GMO Receivables Company. Electric Utility has approximately 6,500 MWs of owned generating capacity and engages in the generation, transmission, distribution and sale of electricity to approximately 867,100 customers in the states of Missouri and Kansas. Electric Utility's retail electricity rates are comparable to the national average of investor-owned utilities.

Great Plains Energy's corporate and other activities not included in the sole reportable business segment includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges including certain costs to achieve the anticipated merger with Westar.

Anticipated Merger with Westar Energy, Inc.

On July 9, 2017, Great Plains Energy entered into an Amended Merger Agreement by and among Great Plains Energy, Westar, Holdco, and Merger Sub. Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such 32

Table of Contents merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Upon closing, pursuant to the Amended Merger Agreement, each outstanding share of Great Plains Energy's and Westar's common stock will be converted into the right to receive 0.59 81 and 1.0, respectively, of validly issued, fully paid and nonassessable shares of common stock, no par value, of Holdco.

Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar.

The anticipated merger has been structured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company.

Great Plains Energy's anticipated merger with Westar was unanimously approved by the Great Plains Energy Board and Westar Board of Directors, has received the approvals of each of Great Plains Energy's and Westar's shareholders and has received early termination of the waiting period under the HSR Act with respect to antitrust review. The anticipated merger remains subject to regulatory approvals from KCC, the MPSC, NRC, FERC and FCC; as well as other contractual conditions.

See Note 2 to the consolidated financial statements for more information regarding the anticipated merger and redemption of acquisition financing associated with the Original Merger Agreement.

Expected Plant Retirements In June 2017, Great Plains Energy and KCP&L announced plans to retire KCP&L's Montrose Station and GMO's Sibley Station by December 31, 2018 and GMO's Lake Road No. 4/6 Unit by December 31, 2019. The decision to retire these generating units, which represent approximately 900 MWs of generating capacity, was primarily driven by the age of the plants, expected environmental compliance costs and expected future generation capacity needs. See Note 1 to the consolidated financial statement<; for more information regarding the retirement of Sibley No. 3 Unit.

Tax Reform In December 2017, the U.S. Congress passed and President Donald Trump signed Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act represents the first major reform in U.S. income tax law since 1986. Most notably, the Tax Act reduces the current top corporate income tax rate from 35% to 21 % beginning in 2018, repeals the corporate Alternative Minimum Tax (AMT), makes existing AMT tax credit carryforwards refundable, and changes the deductibility and taxability of certain items, among other things. See Note 21 to the consolidated financial statements for more information regarding the impact of tax reform on Great Plains Energy and KCP&L.

Earnings Overview Great Plains Energy had a loss available for common shareholders of$143.5 million or $0.67 per share in 2017 compared to earnings of $273 .5 million or$ l .61 per share in 2016. This decrease in earnings was largely driven by a number of non-recurring impacts due to the anticipated merger with Westar and the impacts of U.S. federal income tax reform. TI1e specific drivers of the decrease in earnings were lower gross margin; higher depreciation expense; a loss on the settlement of the 7.00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock) dividend make-whole provisions; a loss on extinguishment of debt related to the redemption of Great Plains Energy's $4.3 billion senior notes; an increase in interest charges; higher income tax expense and increased preferred stock dividend requirements and redemption premium; partially offset by a decrease in injuries and damages expense due to settled litigation and an increase in interest income.

In addition, a higher number of average shares outstanding due to Great Plains Energy's registered public offering of 60.5 million shares of common stock in October 2016 diluted the 2017 loss per share by $0.26.

For additional information regarding the change in earnings (loss), refer to the Great Plains Energy Results of Operations and the Electric Utility Results of Operations sections within this Management's Discussion and 33 L

Table of Contents Analysis of Financial Condition and Results of Operations. Gross margin is a non-GAAP financial measure. See the explanation of gross margin under Great Plains Energy's Results of Operations.

Adjusted Earnings (Non-GAAP) and Adjusted Earnings Per Share (Non-GAAP)

Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for 2017 were $269 .4 million or

$1.74 per share, respectively. Great Plains Energy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for 2016 were $286.0 million and $1.85, respectively. For 2015, adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) were the same as GAAP earnings and GAAP earnings per share at $211.4 million and $1.37, respectively. In addition to earnings (loss) available for common shareholders and diluted earnings (Joss) per common share, Great Plains Energy's management uses adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) to evaluate earnings and earnings per share without the impact of the anticipated merger with Westar and the initial impact of U.S. federal income tax reform.

Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) excludes certain costs, expenses, gains, losses and the per share dilutive effect of equity issuances resulting from the anticipated merger and the previous plan to acquire Westar and the income tax expense associated with the revaluation of defen-ed income taxes and other initial effects resulting from the enactment of U.S. federal income tax reform. This information is intended to enhance an investor's overall understanding of results. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are used internally to measure perforn1ance against budget and in reports for management and the Great Plains Energy Board. Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are financial measures that are not calculated in accordance with GAAP and may not be comparable to other companies' presentations or more useful than the GAAP information provided elsewhere in this report.

34 J

Table of Contents The following table provides a reconciliation between earnings (loss) available for common shareholders and diluted earnings (loss) per common share as determined in accordance with GAAP and adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP):

Reconciliation ofGAAP to Non-GAAP Earnings (Loss) Earnings (Loss) per Diluted Share 2017 2016 2015 2017 2016 2015 (millions, except per share amounts)

Earnings (loss) available for common shareholders $ (143.5) $ 273.5 $ 211.4 $ (0.67) $ 1.61 $ 1.37 Costs to achieve the anticipated merger with Westar:

Operating expense, pre-tax (al 31.8 34.2 0.21 0.22 Financing, pre-tax (bl 85.5 35.9 0.55 0.24 Mark-to-market impacts ofinterest rate swaps, pre-tax (cJ (12.1) (79.3) (0.08) (0.51)

Interest income, pre-tax (ct) (22.8) (3.2) (0.15) (0.02)

Loss on Series B Preferred Stock dividend make-whole provisions, pre-tax (c) 124.8 0.80 Loss on extinguishment of debt, pre-tax(!) 82.8 0.53 Write-off of Series A deferred offering expenses, pre-tax (g) 15.0 0.10 Income tax expense (benefit) (h) (59.7) 9.5 (0.37) 0.06 Preferred stock (i) 37.3 15.4 0.24 0.10 Impact of October 2016 share issuance Gl NIA NIA NIA (0.26) 0.15 Impact of U.S. federal income tax reform:

Income tax expense (k) 130.3 0.84 Adjusted earnings (non-GAAP) $ 269.4 $ 286.0 $ 211.4 $ 1.74 $ 1.85 $ 1.37 Average Shares Outstanding Shares used in calculating diluted earnings (loss) per common share 215.5 169.8 154.8 Adjustment for October2016 share issuance Gl (60.5) (14.9)

Shares used in calculating adjusted earnings per share (non-GAAP) 155.0 154.9 154.8 (aJ Reflects legal, advisory and consulting fees and certain severance expenses and are included in Costs to achieve the anticipated merger with Westar on the consolidated statements of comprehensive income (loss).

(bl Reflects fees for a bridge term loan facility and interest on Great Plains Energy's $4.3 billion senior notes and are included in Interest charges on the consolidated statements of comprehensive income (loss).

(cl Reflects the mark-to-market impacl~ of interest rate swaps and is included in Interest charges and Non-operating income on the consolidated statements of comprehensive income (loss).

(dJ Reflects interest income earned on the proceeds from Great Plains Energy's October 2016 equity offerings and March 2017 issuance of $4.3 billion senior notes and is included in Non-operating income on the consolidated statements of comprehensive income (loss).

(c) Reflects the loss on the settlement of the Series B Preferred Stock dividend make-whole provisions and is included within Loss on Series B Preferred Stock dividend make-whole provisions on the consolidated statements of comprehensive income (loss).

(f) Reflects the loss on cxtinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes and is included within Loss on extinguishment of debt on tl1e consolidated statements of comprehensive income (loss).

tg) Reflects the write-off of deferred offering fees as a result of the tennination of the stock purchase agreement for $750 1nillion of 7 .25% Mandatory Convertible Preferred Stock, Series A (Series A Preferred Stock) and is included within Non-operating expenses on the consolidated statements of comprehensive income (loss).

(hl Reflects an income tax effect calculated at a 38. 9% statutory rate, with the exception of certain non-deductible legal and financing fees.

ti) Reflects reductions to earnings available for common shareholders related to preferred stock dividend requirements for Great Plains Energy's Series B Preferred Stock and redemption premiums associated witl1 Series B Preferred Stock and cumulative preferred stock and are included in Preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss).

U) Reflects the average share impact of Great Plains Energy's issuance of 60.5 million shares of common stock in October 2016.

(kl Reflects income tax expense associated with tl1e revaluation of deferred income taxes and other initial impacts resulting from the enactment of U.S. federal income tax refom1.

35

Table of Contents Regulatory Proceedings See Note 6 to the consolidated financial statements for information regarding regulatory proceedings.

Impact of Recently Issued Accounting Standards See Note 1 to the consolidated financial statements for infonnation regarding the impact of recently issued accounting standards.

Wolf Creek Refueling Outage Wolf Creek's latest refueling outage began on September 10, 2016 and ended on November 21, 2016. Wolf Creek's next refueling outage is planned to begin in March of2018.

ENVIRONMENTAL MATTERS See Note 15 to the consolidated financial statements for information regarding environmental matters.

RELATED PARTY TRANSACTIONS See Note 18 to the consolidated financial statements for information regarding related party transactions.

CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amount<, and related disclosures. Management considers an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates that could have been used could have a material impact on Great Plains Energy's results of operations and financial position. Management has identified the following accounting policies as critical to the understanding of Great Plains Energy's results of operations and financial position.

Management has discussed the development and selection of these critical accounting policies with the Audit Committee of the Great Plains Energy Board of Directors.

Pensions Great Plains Energy incurs significant costs in providing non-contributory defined pension benefits. The costs are measured using actuarial valuations that are dependent upon numerous factors derived from actual plan experience and assumptions of future plan experience.

Pension cost'> are impacted by actual employee demographics (including age, life expectancies, compensation levels and employment periods), earnings on plan assets, the level of contributions made to the plan, and plan amendments. In addition, pension cost'> are also affected by changes in key actuarial assumptions, including anticipated rates of return on plan assets and the discount rates used in dete1mining the projected benefit obligation and pension costs.

The assumed rate of return on plan assets was developed based on the weighted-average of long-term returns forecast for the expected portfolio mix of investments held by the plan. The assumed discount rate was selected based on the prevailing market rate of fixed income debt instruments with maturities matching the expected timing of the benefit obligation. These assumptions, updated annually at the measurement date, are based on management's best estimates and judgment; however, material changes may occur if these assumptions differ from actual events. See Note 9 to the consolidated financial statements for information regarding the assumptions used to determine benefit obligations and net costs.

36

_J

Table of Contents The following table reflects the sensitivities associated with a 0.5% increase or a 0.5% decrease in key actuarial assumptions. Each sensitivity reflects the impact of the change based on a change in that assumption only.

Impact on Impact on Projected 2017 Change in Benefit Pension Actuarial assumption Assumption Obligation Expense (millions)

Discount rate 0.5% increase $ (97.4) $ (6.3)

Rate of return on plan assets 0.5% increase (3.7)

Discount rate 0.5% decrease I IO.I 7.0 Rate of return on plan assets 0.5% decrease 3.7 Pension expense for KCP&L and GMO is recorded in accordance with rate orders from the MPSC and KCC. The orders allow the difference between pension costs under GAAP and pension costs for ratemaking to be recorded as a regulatory asset or liability with future ratemaking recovery or refunds, as appropriate.

In 2017, Great Plains Energy's pension expense was $113 .2 million under GAAP and $99 .4 million for ratemaking. The impact on 2017 pension expense in the table above reflects the impact on GAAP pension costs. Under the Companies' rate agreements, any increase or decrease in GAAP pension expense would be deferred in a regulatory asset or liability for future ratemaking treatment. See Note 9 to the consolidated financial statements for additional information regarding the accounting for pensions.

Market conditions and interest rates significantly affect the future assets and liabilities of the plan. It is difficult to predict future pension cosL~, changes in pension liability and cash funding requirements due to the inherent uncertainty of market conditions.

Regulatory Assets and Liabilities The Company has recorded assets and liabilities on its consolidated balance sheets resulting from the effects of the ratemaking process, which would not otherwise be recorded under GAAP. Regulatory assets represent incurred costs that are probable ofrecovery from future revenues. Regulatory liabilities represent future reductions in revenues or refunds to customers.

Management regularly assesses whether regulatory assets and liabilities are probable of future recovery or refund by considering factors such as decisions by the MPSC, KCC or FERC in Electric Utility's rate case filings; decisions in other regulato1y proceedings, including decisions related to other companies that establish precedent on matters applicable to Electric Utility; and changes in laws and regulations. If recovery or refund of regulatory assets or liabilities is not approved by regulators or is no longer deemed probable, these regulatory assets or liabilities are recognized in the current period results of operations. Electric Utility's continued ability to meet the criteria for recording regulatory assets and liabilities may be affected in the future by restructuring and deregulation in the electric industry or changes in accounting rules. In the event that the criteria no longer applied to all or a portion of Electric Utility's operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism were provided.

Additionally, these factors could result in an impai1ment on utility plant assets. See Note 6 to the consolidated financial statements for additional info1mation.

Impairments of Assets, Intangible Assets and Goodwill Long-lived assets and intangible assets subject to amortization are required to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed under GAAP.

37

Table of Contents Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impai1ment exists. The goodwill impairment test consists of comparing the fair value of a reporting unit to its carrying amount, including goodwill, to identify potential impairment. In the event that the carrying amount exceeds the fair value of the reporting unit, an impainnent loss is recognized for the difference between the carrying amount of the reporting unit and its fair value. Great Plains Energy's regulated electric utility operations are considered one reporting unit for assessment of impaim1ent, as they are included within the same operating segment and have similar economic characteristics.

The annual impaim1ent test for the $169.0 million of GMO acquisition goodwill was conducted on September 1, 2017. Fair value of the reporting unit substantially exceeded the carrying amount, including goodwill; therefore, there was no impairment of goodwill.

The determination of fair value of the reporting unit consisted of two valuation techniques: an income approacl]. consisting of a discounted cash flow analysis and a market approach consisting of a detennination ofreporting unit in vested capital using market multiples derived from the historical revenue, earnings before interest, income taxes, depreciation and amortization, net utility asset values and market prices of stock of peer companies. The results of the two techniques were evaluated and weighted to dete1mine a point within the range that management considered representative of fair value for the reporting unit, which involves a significant amount of management judgment.

The discounted cash flow analysis is most significantly impacted by two assumptions: estimated future cash flows and the discount rate applied to those cash flows. Management detennined the appropriate discount rate to be based on the reporting unit's weighted average cost of capital 0NACC). l11e WACC takes into account both the return on equity authorized by the MPSC and KCC and after-tax cost of debt. Estimated future cash flows are based on Great Plains Energy's internal business plan, which assumes the occurrence of certain events in the future, such as the outcome of future rate filings, foture approved rates of return on equity, anticipated earnings/returns related to future capital investments, continued recovery of cost of service and the renewal of certain contracts. Management also makes assumptions regarding the nm rate of operations, maintenance and general and administrative costs based on the expected outcome of the aforementioned events. Should the actual outcome of some or all of these assumptions differ significantly from the current assumptions, revisions to current cash flow assumptions could cause the fair value of Great Plains Energy's reporting unit under the income approach to be significantly different in future periods and could result in a future impaim1ent charge to goodwill.

The market approach analysis is most significantly impacted by management's selection of relevant peer companies as well as the determination of an appropriate control premium to be added to the calculated invested capital of the reporting unit, as control premiums associated with a controlling interest are not reflected in the quoted market price of a single share of stock. Management detern1ined an appropriate control premium by using an average of control premiums for recent acquisitions in the industry. Changes in results of peer companies, selection of different peer companies and future acquisitions with significantly different control premiums could result in a significantly different fair value of Great Plains Energy's reporting unit.

Income Taxes Income taxes are accounted for using the asset/liability approach. Deferred tax assets and liabilities are detem1ined based on tl1e temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statuto1y tax rates in effect for the year in which the differences are expected to reverse. Deferred investment tax credits are amortized ratably over the life of the related property. Deferred tax assets are also recorded for net operating losses, capital losses and tax credit carryforwards. The Company is required to estimate the amount of taxes payable or refundable for the ctment year and the deferred tax liabilities and assets for foture tax consequences of events reflected in the Company's consolidated financial statements or tax returns. Actual results could differ from these estimates for a variety ofreasons including changes in income tax laws, enacted tax rates and results of audits by taxing authorities. This process also requires management to make assessments regarding the timing and probability of the ultimate tax impact from which actual results may differ. The Company records valuation allowances on deferred tax assets if it is detern1ined that it is more likely than not that the asset will not be realized. See Note 21 to the consolidated financial statements for additional information.

38 r

Table of Contents GREAT PLAINS ENERGY RESULTS OF OPERATIONS The following table summarizes Great Plains Energy's comparative results of operations.

2017 2016 2015 (millions)

Operating revenues $ 2,708.2 $ 2,676.0 $ 2,502.2 Fuel and purchased power (608.6) (590.1) (608.7)

Transmission (105.7) (84.8) (89.1)

Other operating expenses (987.4) (1,003.2) (943.9)

Costs to achieve the anticipated merger with Westar (31.8) (34.2)

Depreciation and amortization (371.1) (344.8) (330.4)

Operating income 603.6 618.9 530.l Non-operating income and expenses 19.3 2.8 3.7 Loss on Series B Preferred Stock dividend make-whole provisions (124.8)

Loss on extinguishment of debt (82.8)

Interest charges (290.7) (161.5) (199.3)

Income tax expense (233 .3) (172.2) (122.7)

Income from equity investments 2.5 2.0 1.2 Net income (loss) (106.2) 290.0 213.0 Preferred dividends and redemption premium (37.3) (16.5) (1.6)

Earnings (loss) available for common shareholders $ (143.5) $ 273.5 $ 211.4 Reconciliation of gross margin to operating revenues:

Operating revenues $ 2,708.2 $ 2,676.0 $ 2,502.2 Fuel and purchased power (608.6) (590.1) (608.7)

Transmission (I 05.7) (84.8) (89.1)

Gross margin (a) $ 1,993.9 $ 2,001.1 $ 1,804.4

<*l Gross margin is a non-GAAP fmancial measure. See explanation of gross margin below.

2017 Compared to 2016 Electric Utility Segment Electric Utility's net income decreased $35.2 million in 2017 compared to 2016 primarily due to:

a $7.2 million decrease in gross margin driven by cooler weather and a performance incentive for energy efficiency programs under the Missouri Energy Efficiency Investment Act (MEEIA), primarily recognized in 2016; partially offset by an increase in weather-normalized retail demand, an increase in the recovery of program costs for energy efficiency programs under MEEIA, favorable arbitration and insurance settlements in 2017 and an increase in other margin items; an $8.2 million decrease in other operating expense primarily driven by a decrease in plant operating and maintenance expense and a decrease in injmies and damages expense prinrnrily due to settled litigation; partially offset by an increase in program costs for energy efficiency programs under MEEIA; a $26.3 million increase in depreciation and amortization expense primarily driven by capital additions; and a $5. l million increase in income tax expense primarily driven by the revaluation of KCP&L's and GMO's deferred income taxes not included in rate base as a result of the enactment of U.S. federal income tax refonn in December 20 l 7 and decreased wind production tax credits in 2017; partially offset by decreased pre-tax income.

39

Table of Contents Corporate and Other Activities Great Plains Energy's corporate. and other activities net loss increased $381.8 million in 2017 compared to 2016 primarily due to:

$7 .5 million of other operating expenses for the settlement of litigation at MPS Merchant in 2016; a $2.3 million decrease in operating expenses for costs to achieve the anticipated merger witl1 Westar; a $130.8 million increase in interest charges due to:

0 an $81.2 million decrease in the mark-to-market gain on deal contingent interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations prior to Great Plains Energy's issuance of $4.3 billion senior notes in March 2017;and a $49.6 million increase in costs incurred to finance the acquisition of Westar under the Original Merger Agreement including $59.1 million of interest on Great Plains Energy's $4.3 billion senior notes issued in March 2017 and redeemed in July 2017 and a decrease of $9.2 million of fees and expenses for a bridge tern1 loan facility; a $33 .6 million increase in non-operating income due to $14.0 million of mark-to-market gains on deal contingent interest rate swaps and an increase of $19 .6 million of interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of $4.3 billion of senior notes; a $15 .0 million increase in non-operating expenses due to the write-off of previously deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OCM Credit Portfolio LP (OMERS) in July 2017; a $124.8 million loss on the settlement of the Series B Preferred Stock dividend make-whole provisions in connection with the redemption of Great Plains Energy's Series B Preferred Stock in August 2017; an $82.8 million loss on ex tinguishment of debt due to Great Plains Energy's redemption of its $4.3 billion senior notes in July 2017; a $66.2 million increase in income tax expense related to these items; a $21.9 million increase in reductions to earnings available for common shareholders primarily due to preferred stock dividend requirements and the redemption premium for Great Plains Energy's Series B Preferred Stock issued in October 2016 and redeemed in August 2017; and a $119 .2 million increase in income tax expense due to the enactment of U.S. federal income tax reform in December 2017, consisting of $110.1 million related to the revaluation of GMO's non-regulated deferred income tax assets and $9.1 million of income tax expense related to the reassessment of the valuation allowance needed for the realization of refundable AMT credit'>

and state net operating loss (NOL) carryforwards.

2016 Compared to 2015 Electric Utility Segment Electric Utility's net income increased $68.3 million in 2016 compared to 2015 primarily due to:

a $196.7 million increase in gross margin driven by new retail rates and cost recovery mechanisms, warmer weather and an increase in the recovery of program costs and throughput disincentive as well as a performance incentive for energy efficiency programs under MEEIA, partially offset by a decrease in weather-nornrnlized retail demand; a $50.0 million increase in otl1er operating expenses driven by an increase in pension expense, an increase in program costs for energy efficiency programs under MEEIA, an increase in plant operating and maintenance expense, an increase in injuries and damages expense and an increase in general taxes driven by higher property taxes and higher gross receipts taxes due to an increase in retail revenues;

$15.9 million of operating expenses for costs to achieve the anticipated merger with Westar; 40

Table of Contents a $14.4 million increase in depreciation and amortization expense driven by capital additions; a $5.2 million increase in interest charges primarily due to an increase in interest expense in 2016 related to KCP&L's issuance of $350 million of 3.65% Senior Notes in August 2015; partially offset by a decrease in interest expense due to KCP&L's purchase in lieu of redemption of its $50.0 million and $21.9 million Environmental Improvement Revenue Refunding (EIRR)

Series 2005 bonds in September 2015; and a $43 .5 million increase in income tax expense driven by an increase in pre-tax income.

Corporate and Other Activities Great Plains Energy's corporate and other activities net loss increased $6.2 million in 2016 compared to 2015 primarily due to:

$7 .5 million of other operating expenses for the settlement of litigation at MPS Merchant in 2016;

$18.3 million of operating expenses for costs to achieve the anticipated merger with Westar;

$35.9 million of interest charges for fees incurred for a bridge term loan facility; a $79.3 million mark-to-market gain on interest rate swaps entered into in June 2016 to hedge against interest rate fluctuations on future issuances of long-tenn debt expected to be issued to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement;

$3 .2 million of interest income earned on the proceeds from Great Plains Energy's October 2016 common stock and depositary share offerings;

$12.7 million of income tax expense related to these items; and

$15.4 million of reductions to earnings available for common shareholders consisting of $14.8 million of dividends on Great Plains Energy's Series B Preferred Stock issued in October 2016 and $0.6 million related to the redemption of Great Plains Energy's cumulative preferred stock in August 2016.

Gross Margin Gross margin is a financial measure that is not calculated in accordance with GAAP. Gross margin, as used by Great Plains Energy and KCP&L, is defined as operating revenues less fuel and purchased power and transmission. Expenses for fuel and purchased power and certain transmission costs, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms. As a result, operating revenues increase or decrease in relation to a significant portion of these expenses. Management believes that gross margin provides a meaningful basis for evaluating Electric Utility's operations across periods because gross margin excludes the revenue effect of fluctuations in these expenses. Gross margin is used internally to measure performance against budget and in reports for management and the Great Plains Energy Board. The Companies' definition of gross margin may differ from similar terms used by other companies.

41 l

Table of Contents ELECTRIC UTILITY RESULTS OF OPERA TIO NS The following table summarizes Electric Utility's results of operations.

2017 2016 2015 (millions)

Operating revenues $ 2,7082 $ 2,676.0 $ 2,502.2 Fuel and purchased power (608.6) (590.1) (608.7)

Transmission (I 05 .7) (84.8) (89.1)

Other op_erating expenses (982.0) (990.2) (940.2)

Costs to achieve the anticipated merger with Westar (15.7) (l 5.9)

Depreciation and amortization (371.1) (344.8) (330.4)

Operating income 625.l 650.2 533.8 Non-operating income and expenses (l .9) 2.3 l.7 Interest charges (196.9) (196.l) (190.9)

Income tax expense (!69.4) (164.3) (120.8)

Net income $ 256.9 $ 292.1 $ 223.8 Reconciliation of gross margin to operating revenue:

Operating revenues $ 2,708.2 $ 2,676.0 $ 2,502.2 Fuel and purchased power (608.6) (590. I) (608.7)

Transmission (I 05 .7) (84.8) (89.1)

Gross margin (al $ 1,993.9 $ 2,001.1 $ 1,804.4

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

Electric Utility Gross Margin and MWh Sales The following tables summarize Electric Utility's gross margin and MWhs sold.

% O/o Gross Margin (a) 2017 Change{<) 2016 Change<<) 2015 Retail revenues (millions)

Residential $ 1,088.5 $ 1,092.5 9 $ 1,006.2 Commercial 1,092.6 2 1,066.0 6 1,001.0 Industrial 238.3 4 229.6 3 222.3 Other retail revenues 18.7 (10) 20.9 3 20.4 Provision for rate refund 10.7 NIM (9.6) NIM Energy efficiency (MEEIA)(hl 66.4 (17) 80.0 55 51.5 Total retail 2,515.2 1 2,479.4 8 2,301.4 Wholesale revenues 131.8 (7) 142.0 (3) 147.1 Other revenues 61.2 12 54.6 2 53.7 Operating revenues 2,708.2 1 2,676.0 7 2,502.2 Fuel and purchased power (608.6) 3 (590.l) (3) (608.7)

Transmission (105.7) 25 (84.8) (5) (89.1)

Gross margin $ 1,993.9 $ 2,00 l .l 11 $ 1,804.4

{a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Ener!,,y's Results of Operations.

Cb) Consists of recovery of program cosl~ of $55.0 million, $49.3 million and $42.9 million for 2017, 2016 and 2015, respectively, that have a direct offset in utility operating and maintenance expenses, recovery of throughput disincentive of $11.2 million, $15.1 million and $8.6 million for 2017, 2016 and 2015, respectively, and a performance incentive of$0.2 million and $15.6 million for 2017 and 2016, respectively.

Cc) NIM - not meaningful 42 J

Table of Contents O/o  %

MWh Sales 2017 Change 2016 Change 2015 Retai I MWh sales (thousands)

Residential 8,564 (2) 8,774 2 8,585 Commercial 10,695 (1) 10,796 10,777 Industrial 3,105 (1) 3,149 (I) 3,191 Other retail MWh sales 102 (I 1) 115 (1) 116 Total retail 22,466 (2) 22,834 I 22,669 Wholesale MWh sales 7,241 3 7,063 9 6,512 Total MWh sales 29,707 (1) 29,897 3 29,181 Electric Utility's residential customers' usage is significantly affected by weather. Bulk power sales, the major component of wholesale sales, vary with system requirements, generating unit availability, transmission availability, fuel costs, and requirements of other electric systems. Electric Utility's revenues contain certain recovery mechanisms as follows:

KCP&L's Kansas retail rates contain an Energy Cost Adjustment (ECA) tariff. The ECA tariff reflects the projected annual amounts of fuel, purchased power, emission allowances and asset-based off-system sales margin. TI1ese projected amounts are subject to quarterly re-forecasts. Any difference between the ECA revenue collected and the actual ECA amounts for a given year (which may be positive or negative) is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to Kansas electric retail customers over twelve months beginning April 1 of the succeeding year.

KCP&L's Kansas retail rates contain a Transmission Delivery Charge (TDC) rider. The TDC tariff reflects a mixture of historical and projected costs related to transmission service, certain RTO fees, transmission rate base, and transmission operating and maintenance expense. These costs are subject to an annual trne-up with a twelve month recovery period. The TDC true-up is recorded either as a reduction of transmission expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to KCP&L's Kansas electric retail customers. The TDC became effective in conjunction with new retail rates on October I, 2015.

KCP&L's Missouri retail rates contain a Fuel Adjustment Clause (FAC) tariff under which 95% of the difference between actual fuel cost, purchased power costs, certain transmission costs and off-system sales margin and the amount provided in base rates for these costs is passed along to KCP&L's customers. The FAC cycle consists of an accumulation period of six months beginning in January and July with PAC rate approval requested every six months for a twelve month recovery period. The PAC is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to KCP&L's electric retail customers. The FAC became effective in conjunction with new retail rates on September 29, 2015.

GMO's electric retail rates contain a PAC tariff under which 95% of the difference between actual fuel cost, purchased power costs, certain transmission costs and off-system sales margin and the amount provided in base rates for these costs is passed along to GMO's customers. The PAC cycle consists of an accumulation period of six months beginning in June and December with FAC rate approval requested every six months for a twelve month recovery period. The FAC is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction of retail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to GMO's electric retail customers.

GMO's steam rates contain a Quarterly Cost Adjustment (QCA) under which 85% of the difference between actual fuel costs and base fuel cost'> is passed along to GMO's steam customers. The QCA is recorded either as a reduction of fuel and purchased power expense (for under-recoveries) or a reduction ofretail revenues (for over-recoveries) and deferred as a regulatory asset or liability to be recovered from or refunded to GMO's steam customers.

43

Table of Contents Both KCP&L and GMO offer energy efficiency and demand side management programs to their Missouri retail customers under MEEIA and recover program costs, throughput disincentive and as applicable, certain performance incentives in retail rates. KCP&L and GMO recover these items through a rider mechanism. For program costs, the difference between the amount collected and actual program costs is recorded either as a reduction to utility operating and maintenance expense (for under-recoveries) or a reduction to retail revenues (for over-recoveries) and is defeJTed as a regulatory asset or liability to be recovered from or refunded to customers. For throughput disincentive, the difference between the amount collected and the actual throughput disincentive is recorded as an increase to or reduction of retail revenues and is defeJTed as a regulatory asset or liability to be recovered from or refunded to customers. The perfonnance incentive is recorded as an increase to retail revenues and a receivable to be recovered from customers.

Electric Utility's gross margin decreased $7 .2 million in 2017 compared to 2016 driven by:

an estimated $53 million decrease due to cooler weather dtiven by a 16% decrease in cooling degree days (COD);

a $15 .4 million decrease in MEEIA perfomrnnce incentive related to the achievement of certain energy savings levels in the first cycle of KCP&L's and GMO's MEEIA programs, which was primarily recognized in 2016; an estimated $33 million increase due to weather-nomrnlized retail demand; a $5.7 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense;

$6.3 million of favorable arbitration and insurance settlements in 2017 that did not pass through KCP&L's fuel recovery mechanism in Missouri; and an estimated $16 million increase in other margin items.

Electric Utility's gross margin increased $196. 7 million in 2016 compared to 2015 primarily driven by:

an estimated $111 million increase due to new retail rates and an estimated $37 million increase due to new cost recovery mechanisms for KCP&L in Missouri effective September 29, 2015, and in Kansas effective October I, 2015; an estimated $38 million increase due to wanner weather with a 16% increase in COD in 2016; a $6.4 million increase for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; a $6.5 million increase in MEEIA throughput disincentive; a $15 .6 million MEEIA perfo1mance incentive recognized in 2016 related to the achievement of certain energy savings levels in the first cycle of KCP&L's and GMO's MEEIA programs; and an estimated $9 million decrease due to a decrease in weather-normalized retail demand.

The following table provides COD and heating degree days (HOD) for the last three years at the Kansas City International Airport. CDD and HDD are used to reflect the demand for energy to cool or heat homes and buildings.

2017 Change 2016 Change 2015 CDD 1,325 (16) 1,585 16 1,370 HDD 4,381 2 4,296 (6) 4,578 44

Table of Contents Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)

Electric Utility's other operating expenses decreased $8.2 million in 2017 compared to 2016 primarily driven by:

a $6.2 million decrease in plant operating and maintenance expense; a $10.5 million decrease in injuries and damages expense primarily due to settled litigation in 2017 in which actual losses were less than estimated; and a $5.7 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue.

Electric Utility's other operating expenses increased $50.0 million in 2016 compared to 2015 primarily driven by:

a $4.8 million increase in pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates; a $6.4 million increase in program cost~ for energy efficiency programs under MEElA, which have a direct offset in revenue; a $4.9 million increase in plant operating and maintenance expense; a $7. 9 million increase in injuries and damages expense primarily due to an increase in estimated losses from an unfavorable judgment in ongoing litigation; and a $13. 7 million increase in general taxes driven by higher pro petty taxes and higher gross receipts taxes due to an increase in retail revenues.

Electric Utility Depreciation and Amortization Electric Utility's depreciation and amortization expense increased $26.3 million and $14.4 million in 2017 compared to 2016 and 2016 compared to 2015, respectively, primarily due to capital additions.

Electric Utility Interest Charges Electric Utility's interest charges increased $5 .2 million in 2016 compared to 2015 primarily due to a $7. 9 million increase in interest expense related to KCP&L's issuance of $350 million of3.65% Senior Notes in August 2015; partially offset by a $2.2 million decrease in interest expense due to KCP&L's purchase in lieu of redemption of its $50.0 million and $21.9 million EIRR Series 2005 bonds in September 2015.

Electric Utility Income Tax Expense Electric Utility's income tax expense increased $5.1 million in 2017 compared to 2016 primarily due to an increase of $11. l million related to the revaluation ofKCP&L's and GMO's deferred income taxes not included in rate base as a result of the enactment of U.S.

federal income tax reform in December 2017 and an increase of$4.5 million due to decreased wind production tax credits in 2017; partially offset by a decrease of $11.8 million due to decreased pre-tax income.

Electric Utility's income tax expense increased $43 .5 million in 2016 compared to 2015 due to increased pre-tax income.

GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES (December 31, 2017 compared to December 31, 2016)

Great Plains Energy's cash and cash equivalent~ decreased $167. 7 million primarily due to the redemption of Great Plains Energy's $4.3 billion senior notes for $4,400.1 million in July 2017, the redemption of Great Plains Energy's Series B Preferred Stock in August 2017 for $963.4 million and the maturity of Great Plains Energy's $100.0 million of6.875% Senior Notes in September 2017; partially offset by the issuance of Great Plains Energy's $4.3 billion senior notes and the maturity of a $1.0 billion time deposit in March 2017.

Great Plains Energy's time deposit decreased $1.0 billion due to its maturity in March 2017.

45

Table of Contents Great Plains Energy's plant to be retired, net increased $143.6 million in connection with the expected retirement ofGMO's Sibley No. 3 Unit. See Note 1 to the consolidated financial statements for additional information.

Great Plains Energy's regulatory assets decreased $134.1 million and regulatory liabilities increased $796.4 million primarily due to an $868.3 million decrease in net deferred income tax liabilities due to the revaluation and restatement of deferred income tax assets and liabilities included in rate base and a tax gross-up adjustment for ratemaking purposes in December 2017 as a result of the change in corporate income tax rate from U.S. federal income tax reform. See Note 6 and Note 21 to the consolidated financial statements for additional information.

Great Plains Energy's deferred income taxes decreased $708.0 million primarily due to the revaluation and restatement of deferred income tax assets and liabilities and a tax gross-up adjustment for ratemaking purposes in December 2017 as a result of the change in corporate income tax rate from U.S. federal income tax reform.

Great Plains Energy's preference stock without par value decreased $83 6.2 million due to the redemption of Great Plains Energy's Series B Preferred Stock in August 2017.

CAPITAL REQUIREMENTS AND LIQUIDITY Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries and cash and cash equivalents. Great Plains Energy's ability to make payments on its debt securities and its ability to pay dividends is dependent on its receipt of dividends or other distributions from its subsidiaries, proceeds from the issuance of its securities and borrowing under its revolving credit facility.

Great Plains Energy's capital requirements are principally comprised of debt maturities and Electric Utility's construction and other capital expenditures. These items as well as additional cash and capital requirements, including requirements related to the anticipated merger with Westar, are discussed below.

Great Plains Energy's liquid resources at December 31, 2017, consisted of $1. l billion of cash and cash equivalents on hand and

$856.4 million of available borrowing capacity from unused bank lines of credit and receivable sale agreements. The available borrowing capacity consisted of$188.0 million from Great Plains Energy's revolving credit facility, $429.8 million from KCP&L's credit facilities and $238.6 million from GMO's credit facilities. See Notes 4 and 11 to the consolidated financial statements for more information regarding the receivable sale agreements and revolving credit facilities, respectively. Generally, Great Plains Energy uses these liquid resources to meet its day-to-day cash flow requirements, and from time to time issues equity and/or long-term debt to repay short-term debt or increase cash balances.

The $1.1 billion of cash and cash equivalents on hand at December 31, 2017, is primarily the result of Great Plains Energy's common stock offering in October 2016, the proceeds of which were to be used to fund a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement. Great Plains Energy also expects to receive $140.6 million in proceeds from its deal contingent interest rate swaps upon the closing of the anticipated merger with Westar. Under the Amended Merger Agreement, Great Plains Energy is required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the anticipated merger with Westar. It is expected that this excess cash will be returned to shareholders of the combined company through the repurchase of common stock over time after the closing of the anticipated merger.

Great Plains Energy intends to meet day-to-day cash flow requirements including interest payments, retirement of maturing debt, construction requirements, dividends and pension benefit plan funding requirements with a combination of internally generated funds and proceeds from short-term debt. From time to time, Great Plains Energy issues equity and/or long-term debt to repay short-term debt or increase cash balances. Great Plains Energy's intention to meet a portion of these requirements with internally generated funds may be impacted by the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with 46

Table of Contents environmental regulations and the availability of generating units. In addition, Great Plains Energy may issue equity, equity-linked securities and/or debt to finance growth.

Cash Flows from Operating Activities Great Plains Energy generated positive cash flows from operating activities for the periods presented. The $26.5 million increase in cash flows from operating activities for Great Plains Energy in 2017 compared to 2016 was primarily driven by a $35 .5 million decrease in the under recovery of costs subject to fuel recovery mechanisms partially offset by an increase in Great Plains Energy's pension funding contributions of$7.1 million. Other changes in working capital are detailed in Note 3 to the consolidated financial statements. The individual componenL~ of working capital vary with nonnal business cycles and operations.

The $30.9 million increase in cash flows from operating activities for Great Plains Energy in 2016 compared to 2015 was primarily driven by new retail rates for KCP&L and warmer weather.

Cash Flows from Investing Activities Great Plains Energy's cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property.

In 2017, Great Plains Energy received $1.0 billion for proceeds from the maturity of a time deposit.

In 2016, Great Plains Energy purchased a $1.0 billion time deposit with a portion of the proceeds from its October 2016 common stock and depositary share offerings.

Great Plains Energy's utility capital expenditures decreased $67. 7 million in 2016 compared to 2015 primarily due to a decrease in cash utility capital expenditures related to infrastructure and system improvements.

Cash Flows from Financing Activities Great Plains Energy's cash flows from financing activities in 2017 reflects gross proceeds of $4.6 billion from the issuance of Great Plains Energy's $4.3 billion senior notes in March 2017 and KCP&L's issuance of $300.0 million of 4.20% unsecured Senior Notes in June 2017; $38.3 million in issuance fees related to the issuance of senior notes; $4.7 billion of long-tenn debt repayments from the maturity of KCP&L's $250.0 million of 5.85% unsecured Senior Notes in June 2017, the redemption of Great Plains Energy's $4.3 billion senior notes and a $43.0 million redemption premium in July 2017, the maturity of KCP&L's $31.0 million secured Series 1992 ElRR in July 2017 and the maturity of Great Plains Energy's$ I 00.0 million of 6.875% unsecured Senior Notes in September 2017; a

$78.0 million increase in dividends paid in 2017 compared to 2016 primarily due to Great Plains Energy's October 2016 common stock and depositary share offerings; and the $963 .4 million redemption of Series B Preferred Stock in August 2017.

Great Plains Energy's cash flows from financing activities in 2016 reflect gross proceeds of$1.6 billion from the issuance of60.5 million shares of common stock at a public offering price of $26.45 per share and gross proceeds of $862.5 million from the issuance of 17.3 million depositary shares each representing a 1120th interest in a share of Great Plains Energy's Series B Preferred Stock at $50 per depositary share. Great Plains Energy paid $40.1 million for the redemption of its 390,000 shares of cumulative preferred stock and

$143.6 million in issuance fees related to common stock and depositary share issuances, establishing Great Plains Energy's bridge tem1 loan facility and a payment to OMERS pursuant to a stock purchase agreement.

Impact of Credit Ratings on Liquidity The ratings of Great Plains Energy's, KCP&L's and GMO's securities by the credit rating agencies impact their liquidity, including the cost of borrowings under their revolving credit agreements and in the capital markets. The Companies view maintenance of strong credit ratings as extremely important to their access to and cost of debt financing and to that end maintain an active and ongoing dialogue with the agencies with respect to results of operations, financial position and future prospects. While a decrease in these credit ratings would not cause any acceleration of Great Plains Energy's, KCP&L's or GMO's debt, it could increase interest charges under Great Plains Energy's, KCP&L's and GMO's revolving credit agreements. A decrease in credit ratings could also have, 47

Table of Contents among other things, an adverse impact, which could be material, on Great Plains Energy's, KCP&L's and GMO's access to capital, the cost of funds, the ability to recover actual interest costs in state regulatory proceedings, the type and amounts of collateral required under supply agreements and Great Plains Energy's ability to provide credit support for its subsidiaries.

As of February 21, 2018, the major credit rating agencies rated Great Plains Energy's, KCP&L's and GMO's securities as detailed in the following table.

Moody's S&PGlobal Investors Service Ratings Great Plains Energy Outlook Stable Positive Corporate Credit Rating BBB+

Senior Unsecured Debt Baa2 BBB KCP&L Outlook Stable Positive Senior Secured Debt A2 A Senior Unsecured Debt Baal BBB+

Commercial Paper P-2 A-2 GMO Outlook Stable Positive Senior Unsecured Debt Baa2 BBB+

Commercial Paper P-2 A-2 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

Financing Authorization Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%,

respectively, of total capitalization (including only the amount of short-term debt in excess of the amount of construction work in progress).

KCP&L's long-term financing activities are subject to the authorization of the MPSC. In May 2017, the MPSC authorized KCP&L to issue up to $350.0 million of long-term debt through December 31, 2017. At December 31, 2017, KCP&L had utilized $300.0 million of this authorization. In February 2018, the MPSC authorized KCP&L to issue up to $750.0 million of long-term debt through September 30, 2019, to replace the authorization which expired on December 31, 2017.

KCP&L's and GMO's short-term financing activities are subject to the authorization of FERC. In November 2016, FERC authorized KCP&L to have outstanding at any one time up to a total of$ LO billion in short-term debt instmments through December 2018. At December 31, 2017, there was $832.5 million available under this authorization. In Febmary 2016, FERC authorized GMO to have outstanding at any one time up to a total of $750.0 million in short-term debt instmments through March 2018. At December 31, 2017, there was $540. 7 million available under this authorization. In December 2017, GMO filed a request with FERC to have outstanding at any one time up to $750.0 million in short-term debt instmments through March 2020.

KCP&L and GMO are also authorized by FERC to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. At December 31, 2017, there were no outstanding payables under the money pool.

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Table of Contents Significant Financing Activities Great Plains Energy Great Plains Energy has an effective shelf registration statement for the sale of unlimited amounts of securities with the SEC that became effective in March 2015 and expires in March 2018. Great Plains Energy does not expect to replace this shelfregistration statement prior to the closing of the anticipated merger with Westar.

In March 2017, Great Plains Energy issued $4.3 billion of senior notes and as a result of the Amended Merger Agreement, redeemed the senior notes in July 2017. See Note 12 to the consolidated financial statements for more infonnation on the redemption of the senior notes.

In August 2017, as a result of the Amended Merger Agreement, Great Plains Energy redeemed its Series B Preferred Stock. See Note 14 to the consolidated financial statements for more information on the redemption of the Series B Preferred Stock.

In September 2017, Great Plains Energy repaid its $100.0 million of 6.875% unsecured Senior Notes at maturity.

KCP&L KCP&L has an effective shelfregistration statement providing for the sale of unlimited amounts of notes and mortgage bonds with the SEC that was filed and became effective in March 2015 and expires in March 2018. Upon expiration of this registration statement, KCP&L intends to file a new shelf registration statement with the SEC providing for the sale ofup to $1. l billion in aggregate principal amount of notes and mortgage bonds.

In June 2017, KCP&L issued, at a discount, $300.0 million of 4.20% unsecured Senior Notes, maturing in 204 7, with proceeds used to repay $250.0 million of 5.85% Senior Notes that matured in June 2017 and $31.0 million of secured Series 1992 EIRR bonds that matured in July 2017.

Debt Agreements See Note 11 to the consolidated financial statements for information regarding revolving credit facilities.

Projected Utility Capital Expenditures Great Plains Energy's cash utility capital expenditures, excluding Allowance for Funds Used During Construction (AFUDC) to finance construction, were $573.5 million, $609.4 million and $677. l million in 2017, 2016 and 2015, respectively. Utility capital expenditures represent a significant portion of Great Plains Energy's capital requirements. Utility capital expenditures projected for the next five years include improvements to generating, distribution and transmission facilities, software upgrades and expenditures for environmental projects at coal-fired power plants. Great Plains Energy intends to meet these capital requirements with a combination of internally generated funds and proceeds from sho1t-term and long-term debt.

Utility capital expenditures projected for the next five years, excluding AFUDC, are detailed in the following table. This utility capital expenditure plan is subject to continual review and change.

2018 2019 2020 2021 2022 (millions)

Generating facilities $ 165.8 $ 170.2 $ 151.4 $ 139.8 $ 151.7 Distribution and transmission facilities 246.7 256.6 245.7 284.7 235.2 General facilities 100.2 108.8 93.4 87.5 71.0 Nuclear fuel 21.4 24.7 43.8 25.4 24.8 Environmental 14.6 2.8 7.7 20.1 63.1 Total utility capital expenditures $ 548.7 $ 563.l $ 542.0 $ 557.5 $ 545.8 Pensions The Company incurs significant costs in providing defined benefit plans for substantially all active and inactive employees ofKCP&L and GMO and its 47% ownership share ofWCNOC's defined benefit plans. Funding of the 49

Table of Contents plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

In 2017 and 2016, the Company contributed $76.9 million and $69.8 million to the pension plans, respectively, and expects to contribute $84.0 million in 2018 to satisfy ERISA funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L. Additional contributions to the plans are expected beyond 2018 in amounts at least sufficient to meet the greater of ERlSA or regulatory funding requirements; however, these amounts have not yet been determined.

Additionally, the Company provides post-retirement health and life insurance benefits for certain retired employees and expects to make benefit contributions of $4.6 million under the provisions of these plans in 2018, the majority of which is expected to be paid by KCP&L.

Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support these funding requirements.

Supplemental Capital Requirements and Liquidity Information The information in the following table is provided to summarize Great Plains Energy's cash obligations and commercial commitments.

Payment due by period 2018 2019 2020 2021 2022 After 2022 Total Long-term debt (millions)

Principal $ 351.1 $ 401.1 $ 1.1 $ 432.0 $ 287.5 $ 2,209.6 $ 3,682.4 Interest 170.3 144.9 130.5 121.9 99.0 1,180.7 1,847.3 Lease commitments Operating leases 12.1 9.3 9.7 9.7 9.5 101.0 151.3 Capital leases 0.4 0.4 0.4 0.4 0.4 2.7 4.7 Pension and other post-retirement plans l*l 88.6 88.6 88.6 88.6 88.6 (a) 443.0 Purchase commitments Fuel 210.4 180.1 67.3 5.1 37.4 80.7 581.0 Power 47.3 47.3 47.3 47.4 47.6 414.6 651.5 Other 20.9 14.7 6.7 5.5 2.4 35.9 86.1 Total contractual commitments (al $ 901.1 $ 886.4 $ 351.6 $ 710.6 $ 572.4 $ 4,025.2 $ 7,447.3 (al The Company expects to make contributions to the pension and other post-retirement plans beyond 2022 but the amount~ are not yet detennined. Amounts for years after 2018 are estimates based on information available in determining the amount for 2018. Actual amounts for years after 2018 could be significantly different than the estimated amounts in the table above.

Long-term debt includes current maturities. Long-term debt principal excludes $18. 7 million of net discounts on senior notes and debt issuance costs. Variable rate interest obligations are based on rates as of December 31, 2017.

Lease commitments end in 2048. Operating lease commitments include railcars to serve jointly-owned generating units where KCP&L is the managing partner. Of the amounts included in the table above, KCP&L will be reimbursed by the other owners for approximately

$1.2 million in 2018 and approximately $0.4 million per year from 2019 to 2025, for a total of $4.0 million.

The Company expects to contribute $88.6 million to the pension and other post-retirement plans in 2018, of which the majority is expected to be paid by KCP&L. Additional contributions to the plans are expected beyond 2022 in amounts at least sufficient to meet the greater of ERISA or regulatory funding requirements; however, these amounts have not yet been detennined. Amounts for years after 2018 are estimates based on infonnation available in determining the amount for 2018. Actual amounts for years after 2018 could be significantly different than the estimated amounts in the table above.

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Table of Contents Fuel commitments consist of commitments for nuclear fuel, coal and coal transportation costs. Power commitments consist of commitments for renewable energy under power purchase agreements. Other represents individual commitments entered into in the ordinary course of business.

Great Plains Energy has other insignificant long-term liabilities recorded on its consolidated balance sheet at December 31, 2017, which do not have a definitive cash payout date and are not included in the table above.

Off-Balance Sheet Arrangements In the ordinary course of business, Great Plains Energy and certain of its subsidiaries enter into various agreement<; providing financial or performance assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees and letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiary's intended business purposes. The majority of these agreements guarantee the Company's own future performance, so a liability for the fair value of the obligation is not recorded.

At December 31, 2017, Great Plains Energy has provided $133.5 million of credit support for GMO as follows:

Great Plains Energy direct guarantees to GMO counterparties totaling $38.0 million, which expire in 2018 and Great Plains Energy guarantees of GMO long-term debt totaling $95 .5 million, which includes debt with maturity dates ranging from 2018 to 2023.

Great Plains Energy has also guaranteed GMO's commercial paper program. At December 3 1, 2017, GMO had $209 .3 million commercial paper outstanding. None of the guaranteed obligations are subject to default or prepayment ifGMO's credit ratings were downgraded.

At December 31, 2017, KCP&L had issued letters of credit totaling $5 .2 million as credit support to certain counterparties that expire in 2018. KCP&L has also issued $148.1 million of letters of credit as credit support for its variable rate EIRR Bond Series 2007 A and B that expire in 2018.

At December 31, 2017, GMO had issued letters of credit totaling $2.1 million as credit support to certain counterparties that expire in 2018.

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Table of Contents KANSAS CITY POWER & LIGHT COMPANY MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS The following table summarizes KCP&L's consolidated comparative results of operations.

2017 2016 (millions)

Operating revenues $ 1,890.7 $ 1,875.4 Fuel and purchased power (412.1) (372.7)

Transmission (68.6) (56.4)

Other operating expenses (689.5) (705.8)

Costs to achieve the anticipated merger with Westar (10.5) (I 0.9)

Depreciation and amortization (266.3) (247.5)

Operating income 443.7 482.1 Non-operating income and expenses 3.1 4.2 Interest charges (138.8) (139.4)

Income tax expense (128.2) (121.9)

Net income $ 179.8 $ 225.0 Reconciliation of gross margin to operating revenues:

Operating revenues $ 1,890.7 $ 1,875.4 Fuel and purchased power (412.1) (372.7)

Transmission (68.6) (56.4)

Gross margin (aJ $ 1,410.0 $ 1,446.3 (a) Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.

KCP&L Gross Margin and MWh Sales The following table summarizes KCP&L's gross margin and MWhs sold.

Revenues and Costs  % MWhsSold  %

2017 2016 Change 2017 2016 Change Retail revenues (millions) (thousands)

Residential $ 715.6 $ 713.0 5,182 5,330 (3)

Conunercial 826.5 798.5 4 7,466 7,553 (1)

Industrial 157.7 147.4 7 1,815 1,839 (I)

Other retail revenues 11.1 13.1 (15) 72 83 (14)

Provision for rate refund 0.9 0.8 16 NIA NIA NIA Energy efficiency (MEEIA)(a) 30.1 50.9 (41) NIA NIA NIA Total retail 1,741.9 1,723.7 I 14,535 14,805 (2)

Wholesale revenues 122.9 128.9 (5) 6,788 6,629 2 Other revenues 25.9 22.8 13 NIA NIA NIA Operating revenues 1,890.7 1,875.4 21,323 21,434 (1)

Fuel and purchased power (412.1) (372.7) 11 Transmission (68.6) (56.4) 22 Gross margin (hJ $ 1,410.0 $ 1,446.3 (3)

(a) Consists of recovery of program costs of $24. I million and $31.0 million for 2017 and 2016, respectively, that have a direct offset in operating and maintenance expenses and recovery of throughput disincentive of $6.0 million and $9.5 million for 20 l 7 and 20 I 6, respectively, and a performance incentive of$ I 0.4 million for 2016.

(b)

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

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Table of Contents KCP&L's gross margin decreased $36.3 million in 2017 compared to 2016 primarily diiven by:

an estimated $42 million decrease due to cooler weather diiven by a 16% decrease in CDD; a $6.9 million decrease for recovery of program costs for energy efficiency programs under MEEIA, which have a direct offset in utility operating and maintenance expense; a $10.4 million MEEIA perfonnance incentive related to the achievement of certain energy savings levels in the first cycle of KCP&L's MEEIA program, which was recognized in 2016;

$6.3 million of favorable arbitration and insurance settlements in 2017 that did not pass through KCP&L's fuel recovery mechanism in Missouri; and an estimated $14 million increase due to weather-normalized retail demand.

KCP&L Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)

KCP&L's other operating expenses decreased $16.3 million in 2017 compared to 2016 primarily driven by:

a $6.9 million decrease in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue; a $3.7 million decrease in plant operating and maintenance expense; and a $10.6 million decrease in injuries and damages expense primarily due to settled litigation in 2017 in which actual losses were less than estimated.

KCP&L Depreciation and Amortization KCP&L's depreciation and amortization expense increased $18.8 million in 2017 compared to 2016 primarily due to capital additions.

KCP&L Income Tax Expense KCP&L's income tax expense increased $6.3 million in 2017 compared to 2016 primarily due to an increase of$16.5 million related to the revaluation ofKCP&L's deferred income taxes not included in rate base as a result of the enactment of U.S. federal income tax refonn in December 2017 and an increase of $4.5 million due to decreased wind production tax credits; in 2017; partially offset by a decrease of $15. I million due to decreased pre-tax income.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the ordinary course of business, Great Plains Energy and KCP&L face risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, operational and credit risks and are not represented in the following analysis. See Item 1A Risk Factors and Item 7 MD&A for further discussion of risk factors.

Great Plains Energy and KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on its operating results. During the ordinary course of business, under the direction and control of an internal commodity risk committee, Great Plains Energy's and KCP&L's hedging strategies are reviewed to detern1ine the hedging approach deemed appropriate based upon the circumstances of each situation. Though management believes iLs; risk management practices are effective, it is not possible to identify and eliminate all risk. Great Plains Energy and KCP&L could experience losses, which could have a material adverse effect on their results of operations or financial position, due to many factors, including unexpectedly large or rapid movements or dismptions in the energy markets, from regulatory-driven market mle changes and/or bankruptcy or non-performance of customers or counterparties, and/or failure of underlying transactions that have been hedged to materialize.

Hedging Strategies Great Plains Energy and KCP&L, from time to time, utilize derivative instruments to execute risk management and hedging strategies.

Derivative instmments, such as futures, forward contracts, swaps or options, derive their value 53

Table of Contents from underlying assets, indices, reference rates or a combination of these factors. These derivative instrumenl<; include negotiated contracts, which are referred to as over-the-counter derivatives, and instruments listed and traded on an exchange.

Interest Rate Risk Great Plains Energy and KCP&L manage interest expense and short- and long-te1111 liquidity through a combination of fixed and variable rate debt. Generally, the amount of each type of debt is managed through market issuance, but interest rate swap and cap agreements with highly rated financial institutions may also be used to achieve the desired combination. At December 31, 2017, 4%

and 7%, respectively, of Great Plains Energy's and KCP&L's long-term debt was variable rate debt. Interest rates impact the fair value of long-term debt. A change in interest rates would impact Great Plains Energy and KCP&L to the extent they redeemed any of their outstanding long-term debt. Great Plains Energy's and KCP&L's book values of long-term debt were below fair value by 7% at December 31, 2017.

Great Plains Energy and KCP&L had $376.8 million and$ 167.5 million, respectively, of commercial paper outstanding at December 31, 2017. The principal amount of the commercial paper, which will vary during the year, drives Great Plains Energy's and KCP&L's commercial paper interest expense. Assuming $376.8 million and $167 .5 million of commercial paper was outstanding for all of 2018 for Great Plains Energy and KCP&L, respectively, a hypothetical 10% increase in commercial paper rates would result in an increase in interest expense of $0.5 million for Great Plains Energy and $0.2 million for KCP&L in 2018. Assuming $376.8 million and $167 .5 million of commercial paper was outstanding for all of 2018 for Great Plains Energy and KCP&L, respectively, a hypothetical 100 basis point increase in commercial paper rates would result in an increase in interest expense of $3.8 million for Great Plains Energy and $1.7 million for KCP&L in 2018.

Commodity Risk Great Plains Energy and KCP&L engage in the wholesale and retail marketing of electricity and are exposed to risk associated with the price of electricity. Exposure to these risks is affected by a number of factors including the quantity and availability of fuel used for generation and the quantity of electricity customers consume. Customers' electricity usage could also vary from year to year based on the weather or other factors. Quantities of fossil fuel used for generation vary from year to year based on the availability, price and deliverability of a given fuel type as well as planned and unplanned outages at facilities that use fossil fuels.

KCP&L's wholesale operations include the physical delivery and marketing of power obtained through it<; generation capacity. KCP&L is required to maintain a minimum reserve margin of 12%. This net positive supply of capacity is maintained through KCP&L's generation assets, capacity agreements, power purchase agreements and peak demand reduction programs to protect KCP&L from the potential operational failure of one of its power generating units. KCP&L continually evaluates the need for additional risk mitigation measures in order to minimize its financial exposure to, among other things, spikes in wholesale power prices during periods of high demand.

KCP&L's sales include the sale of electricity to its retail customers and bulk power sales of electricity in the wholesale market. KCP&L is a member ofSPP Consolidated Balancing Authority (CBA) and Integrated Marketplace (IM), which are largely responsible for the dispatch of member generating facilities and the resulting supply of energy to fulfill member load obligations. KCP&L's Kansas ECA allows for the recovery of increased fuel and purchased power cost~ from Kansas retail customers. KCP&L's Missouri FAC allows for KCP&L Missouri retail electric rates to be adjusted based on 95% of the difference between actual fuel and purchased power costs and the amount of fuel and purchased power costs provided in base rates. Most of the change in market prices for fuel and purchased power is recovered through the ECA or FAC, which mitigates KCP&L's commodity price exposure.

GMO is also a member ofSPP's CBA and IM. GMO has an FAC that allows GMO to adjust retail electric rates based on 95% of the difference between actual fuel and purchased power costs and the amount of fuel and purchased power costs provided in base rates.

Most of the change in market prices for fuel and purchased power is recovered through the FAC, which mitigates GMO's commodity price exposure.

54 J

Table of Contents Credit Risk - MPS Merchant MPS Merchant is exposed to credit risk. Credit risk is measured by the loss that would be recorded if counterparties failed to perfo1m pursuant to the terms of the contractual obligations less the value of any collateral held. MPS Merchant's counterparties are not externally rated. Credit exposure to counterparties at December 31, 2017, was $4.5 million.

Investment Risk KCP&L maintains trust funds, as required by the NRC, to fund its share of decommissioning the Wolf Creek nuclear power plant. As of December 31, 2017, these funds were invested primarily in domestic equity securities and fixed income securities and are reflected at fair value on KCP&L's balance sheets. The mix of securities is designed to provide returns to be used to fund decommissioning and to compensate for inflationary increases in decommissioning costs; however, the equity securities in the trusts are exposed to price fluctuations in equity markets and the value of fixed rate fixed income securities are exposed to changes in interest rates. A hypothetical increase in interest rates resulting in a hypothetical 10% decrease in the value of the fixed income securities would have resulted in a

$7 .2 million reduction in the value of the decommissioning trust funds at December 31, 2017. A hypothetical 10% decrease in equity prices would have resulted in an $18.2 million reduction in the fair value of the equity securities at December 31, 2017. KCP&L's exposure to investment risk associated with the decommissioning trust funds is in large part mitigated due to the fact that KCP&L is currently allowed to recover its decommissioning costs in its rates. If the actual return on trust assets is below the anticipated level, KCP&L could be responsible for the balance of funds required to decommission Wolf Creek; however, while there can be no assurances, management believes a rate increase would be allowed to recover decommissioning costs over the remaining life of the unit.

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Table of Contents ITEMS. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report ofindependent Registered Public Accounting Firm Great Plains Energy Incomorated Kansas City Power& Light Company Great Plains Energy Incorporated Consolidated Statements of Comprehensive Income {Loss)

Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Shareholders' Equity Kansas City Power & Light Company Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Common Shareholder's Equity Combined Notes to Consolidated Financial Statements for Great Plains Energy Incorporated and Kansas City Power & Light Company Note 1: Summary of Significant Accounting Policies 69 Note 2: Anticipated Merger with Westar Energy. Inc. 75 Note 3: Supplemental Cash Flow Information 12..

Note 4: Receivables 80 Note 5: Nuclear Plant M Note 6: Regulatory Matters fil Note 7: Goodwill and Intangible Assets .M.

Note 8: A~set Retirement Obligations Jl1.

Note 9: Pension Plans and Other Employee Benefits Jl1.

Note 10: Equity Compensation 94 Note 11: Short-Term Borrowings and Short-Tenn Bank Lines of Credit 22.

Note 12: Long-Term Debt 98 Note 13: Common Stock .lQ_Q_

Note 14: Preferred Stock J.Ql Note 15: Commitments and Contingencies ill Note 16: Legal Proceedings l.Q..Q.

Note 17: Guarantees .l.QQ Note 18: Related Party Transactions and Relationships .ill7.

Note 19: Fair Value Measurements .ill7.

Note 20: Accumulated Other Comprehensive Income {Loss) ill Note 21: Taxes ill Note 22: Segments and Related Information ll.l Note 23: Jointly-Owned Electric Utility Plants .l.12 Note 24: Quarterly Operating Results <Unaudited) ..!1Q 56

Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Great Plains Energy Incorporated Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Great Plains Energy Incorporated and subsidiaries (the "Company")

as of December 31, 2017 and 2016, and the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the financial statement schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the Company's internal control over financial reporting as of December 3 I, 2017, based on crite1ia established in Internal Control -

Integrated Framework (2013) iss*ued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

ls/DELOITTE & TOUCHE LLP Kansas City, Missouri February 21, 2018 We have served as the Company's auditor since 2002.

57

Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholder and the Board of Directors of Kansas City Power & Light Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Kansas City Power & Light Company and subsidiaries (the "Company") as of December 31, 20 l 7 and 2016, the related consolidated statements of comprehensive income, common shareholder's equity, and cash flows, for each of the three years in the period ended December 31, 2017, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control -

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

ls/DELOITTE & TOUCHE LLP Kansas City, Missouri February 21, 2018 We have served as the Company's auditor since 2002.

58 J

Table of Contents GREAT PLAINS ENERGY INCORPORATED Consolidated Statements of Comprehensive Income (Loss)

Year Ended December 31 2017 20[6 2015 Operating Re,*enues (millions, except per share amounts)

Electric revenues $ 2,708.2 $ 2,676.0 $ 2,502.2 Operating Expenses Fuel and purchased power 608.6 590.1 608.7 Transmission 105.7 84.8 89.1 Utility operating and maintenance expenses 754.2 759.5 724.8 Costs to achieve the anticipated merger with Wes tar Energy, Inc. 31.8 34.2 Depreciation and amortization 371.1 344.8 330.4 General taxes 229.2 226.7 2[3.2 Other 4.0 17.0 5.9 Total 2,104.6 2,057.1 1,972.l Operating income 603.6 618.9 530.1 Other Income (Expense)

Non-operating income 50.7 17.1 11.7 Non-operating expenses (31.4) (14.3) (8.0)

Loss on Series B Preferred Stock dividend make-whole provisions (Note 14) (124.8)

Loss on extinguishment of debt (Note 12) (82.8)

Total (188.3) 2.8 3.7 Interest charges (290.7) (161.5) (199.3)

Income before income tax expense and income from equity investments 124.6 460.2 334.5 Income tax expense (233.3) (I 72.2) (122.7)

Income from equity investments, net of income taxes 2.5 2.0 1.2 Net income (loss) (106.2) 290.0 213.0 Preferred stock dividend requirements and redemption premium 37.3 16.5 1.6 Earnings (loss) available for common shareholders $ (143.5) $ 273.5 $ 211.4 Average number of basic common shares outstanding 215.5 169.4 154.2 Average number of diluted common shares outstanding 215.5 169.8 154.8 Basic and diluted earnings (loss) per common share $ (0.67) $ 1.61 $ 1.37 Comprehensive Income (Loss)

Net income (loss) $ (106.2) $ 290.0 $ 213.0 Other comprehensive income Derivative hedging activity Reclassification to expenses, net of tax 4.9 5.6 5.7 Derivative hedging activity, net of tax 4.9 5.6 5.7 Defined benefit pens ion plans Net gain (loss) arising during period (0.7) (1.1) 1.0 Income tax (expense) benefit (0.2) 0.4 (0.4)

Net gain (loss) arising during period, net of tax (0.9) (0.7) 0.6 Amortization of net losses included in net periodic benefit costs, net of tax 0.4 0.5 0.4 Change in unrecognized pension expense, net of tax (0.5) (0.2) 1.0 Total other comprehensive income 4.4 5.4 6.7 Comprehensive income (loss) s (101.8) $ 295.4 $ 219.7 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

59

Table of Contents GREAT PLAINS ENERGY INCORPORATED Consolidated Balance Sheets December 31 2017 2016 ASSETS (millions, except share amounts)

Current Assets Cash and cash equivalents $ 1,125.4 $ 1,293.1 Time deposit 1,000.0 Receivables, net 151.7 166.0 Accounts receivable pledged as collateral 180.0 172.4 Fuel inventories, at average cost 103.2 108.8 Materials and supplies, at average cost 171.2 162.2 Deferred refueling outage costs 6.8 22.3 Interest rate derivative instruments 91.4 79.3 Prepaid expenses and other assets 33.4 55.4 Total 1,863.1 3,059.5 Utility Plant, at Original Cost Electric 13,674.1 13,597.7 Less - accumulated depreciation 5,224.0 5,106.9 Net utility plant in service 8,450.1 8,490.8 Construction work in progress 458.6 403.9 Plant to be retired, net 143.6 Nuclear fuel, net of amortization of $204.2 and $172.1 72.4 62.0 Total 9,124.7 8,956.7 Investments and Other Assets Nuclear decommissioning trust fund 258.4 222.9 Regulatory assets 913.9 1,048.0 Goodwill 169.0 169.0 Other 128.8 113.9 Total 1,470.1 1,553.8 Total $ 12,457.9 $ 13,570.0 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

60

Table of Contents GREAT PLAINS ENERGY INCORPORATED Consolidated Balance Sheets Decemher31 2017 2016 LIABILITIES AND CAPITALIZATION (millions, except share amounts)

Current Liabilities Notes payable $ 11.0 $

Collateralized note payable 180.0 172.4 Commercial paper 376.8 334.8 Current maturities oflong-tem1 debt 351.1 382.l Accounts payable 340.0 323.7 Accrued taxes 35.1 33.3 Accrued interest 42.8 50.8 Accrued compensation and benefits SO.I 52.l Pension and post-retirement liability 2.7 3.0 Other 59.2 32.6 Total 1,448.8 1,384.8 Deferred Credits and Other Liabilities Deferred income taxes 621.7 1,329.7 Deferred tax credits 124.8 126.2 Asset retirement obligations 262.5 316.0 Pension and post-retirement liability 535.0 488.3 Regulatory liabilities 1,106.3 309.9 Other 81.4 87.9 Total 2,731.7 2,658.0 Capitalization Great Plains Energy shareholders' equity Common stock - 600,000,000 shares authorized without par value 215,801,723 and215,479,105 shares issued, stated value 4,233.1 4,217.0 Preference stock - 11,000,000 shares authorized without par value 7.00% Series B Mandatory Convertible Preferred Stock

$1,000 per share liquidation preference, 0 and 862,500 shares issued and outstanding 836.2 Retained earnings 737.9 1,119.2 Treasury stock- 137,589 and 128,087 shares, at cost (4.0) (3.8)

Accumulated other comprehensive loss (2.2) (6.6)

Total shareholders' equity 4,964.8 6,162.0 Long-term debt (Note 12) 3,312.6 3,365.2 Total 8,277.4 9,527.2 Commitments and Contingencies (Note 15)

Total $ 12,457.9 $ 13,570.0 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

61

Table of Contents GREAT PLAINS ENERGY INCORPORATED Consolidated Statements of Cash Flows Year Ended December 31 2017 2016 2015 Cash Flows from Operating Activities (millions)

Net income (loss) $ (106.2) $ 290.0 $ 213.0 Adjustments to reconcile income (loss) to net cash from operating activities:

Depreciation and amortization 371.l 344.8 330.4 Amortization of:

Nuclear fuel 32.1 26.6 26.8 Other 63.9 77.5 47.7 Deferred income taxes, net 235.4 170.1 124.9 Investment tax credit amortization (l.4) (1.4) (1.4)

Income from equity investments, net of income taxes (2.5) (2.0) (1.2)

Fair value impacts of interest rate swaps (12.1) (79.3)

Loss on Series B Preferred Stock dividend make-whole provisions (Note 14) 124.8 Loss on extinguishment of debt (Note 12) 82.8 Other operating activitit.'S (Note 3) 22.6 (42.3) 12.9 Net cash from operating activities 810.5 784.0 753.1 Cash Flows from Investing Activities Utility capital expenditures (573.5) (609.4) (677.1)

Allowance for borrowed funds used during construction (7.4) (6.8) (5.8)

Purchases of nuclear deconunissioning trust investments (33.6) (31.9) (50.9)

Proceeds from nuclear deconunissioning trust investments 30.3 28.6 47.6 Purchase of time deposit (1,000.0)

Proceeds from time deposit 1,000.0 Other investing activities (45.6) (64.0) (48.2)

Net cash from investing activities 370.2 (1,683.5) (734.4)

Cash Flows from Financing Activities Issuance of common stock 2.9 1,603.7 3.0 Issuance of preferred stock 862.5 Issuance of long-term debt 4,591.1 348.8 Issuance of long-term debt from remarketing 146.5 Repayment of long-term debt from remarketing (146.5)

Issuance fees (38.3) (143.6) (3.0)

Repayment of long-term debt, including redemption premium (4,725.1) (1.1) (87.0)

Net change in short-lt.'flll borrowings 53.0 100.8 (128.3)

Net change in collateralized short-term borrowings 7.6 (2.6) 4.0 Dividends paid (272.0) (194.0) (155.5)

Redemption of preferred stock (963.4) (40.1)

Other financing activities (4.2) (4.3) (2.4)

Net cash from financing activities (1,348.4) 2,181.3 (20.4)

Net Change in Cash and Cash Equivalents (167.7) 1,281.8 (1.7)

Cash and Cash Equivalents at Beginning of Year 1,293.1 11.3 13.0 Cash and Cash Equivalents at End of Year $ 1,125.4 $ 1,293.1 $ 11.3 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

62

Table of Contents GREAT PLAINS ENERGY INCORPORATED Consolidated Statements of Slrnreholders' E11nity Year Ended December 31 2017 2016 2015 Shares Amonnt Shares Amount Shares Amount Common Stock (millions, except share amounts)

Beginning balance 215,479,105 $ 4,217.0 154,504,900 $ 2,646.7 154,254,037 $ 2,639.3 Issuance of common stock 322,618 11.7 60,974,205 1,565.3 250,863 6.6 Equity compensation expense, net of forfeitures 5.4 4.3 1.9 Unearned Compensation Issuance of restricted common stock (2.3) (2.8) (2.4)

Forfeiture ofrestricted common stock 0.7 0.5 Compensation expense recognized 2.1 2.7 1.8 Other (1.5) 0.8 (1.0)

Emling balance 215,801,723 4,233.1 215,479,105 4,217.0 154,504,900 2,646.7 Cnmulative Preferred Stock Beginning balance 390,000 39.0 390,000 39.0 Redemption of cumulative preferred stock (390,000) (39.0)

Ending balance 390,000 39.0 Preference Stock Beginning balance 862,500 836.2 Issuance of Series B Preferred Stock 862,500 836.2 Redemption of Series B Preferred Stock (862,500) (836.2)

Ending balance 862,500 836.2 Retained Earnings Beginning balance 1,119.2 1,024.4 967.8 Net income (loss) (106.2) 290.0 213.0 Redemption premium on preferred stock (2.4) (0.6)

Dividends:

Common stock ($1.10, $1.0625 and $0.9975 per share) (237.1) (181.0) (153.9)

Preferred stock - at required rates (34.9) (13.0) (1.6)

Performance shares (0.7) (0.6) (0.9)

Ending balance 737.9 1,119.2 1,024.4 Treasnry Stock Beginning balance (128,087) (3.8) (101,229) (2.6) (91,281) (2.3)

Treasury shares acquired (149,544) (4.3) (138,021) (4.1) (76,468) (2.0)

Treasury shares reissued 140,042 4.1 111,163 2.9 66,520 1.7 Ending balance (137,589) (4.0) (128,087) (3.8) (101,229) (2.6)

Accumnlated Other Comprehensive Income (Loss)

Beginning balance (6.6) (I 2.0) (18.7)

Derivative hedging activity, net of tax 4.9 5.6 5.7 Change in unrecognized pension expense, net of tax (0.5) (0.2) 1.0 Ending balance (2.2) (6.6) (12.0)

Total Great Plains Energy Shareholders' Equity $ 4,964.8 $ 6,162.0 $ 3,695.5 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

63

Table of Contents KANSAS CITY POWER & LIGHT COMPANY Consolidated Statements of Comprehensive Income Year Ended December 3 l 2017 2016 2015 Operating Revenues (millions)

Electric revenues $ 1,890.7 $ 1,875.4 $ 1,713.8 Operating Expenses Fuel and purchased power 412.l 372.7 397.1 Transmission 68.6 56.4 58.4 Operating and maintenance expenses 506.4 525.8 494.2 Costs to achieve the anticipated merger with Westar Energy, Inc. l0.5 10.9 Depreciation and amortization 266.3 247.5 235.7 General taxes 182.5 177.5 163.5 Other 0.6 2.5 0.9 Total 1,447.0 1,393.3 1,349.8 Operating income 443.7 482.1 364.0 Other Income (Expense)

Non-operating income ll.2 11.8 8.4 Non-operating expenses (8.1) (7.6) (7.2)

Total 3.1 4.2 l.2 Interest charges (138.8) (139.4) (135.6)

Income before income tax expense 308.0 346.9 229.6 Income tax expense (128.2) (121.9) (76.8)

Net income $ 179.8 $ 225.0 $ 152.8 Comprehensive Income Net income $ 179.8 $ 225.0 $ 152.8 Other comprehensive income Derivative hedging activity Reclassification to expenses, net of tax 4.6 5.4 5.3 Derivative hedging activity, net of tax 4.6 5.4 5.3 Total other comprehensive income 4.6 5.4 5.3 Comprehensive income $ 184.4 $ 230.4 $ 158.1 The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

64

Table of Contents KANSAS CITY POWER & LlGHT COMPANY Consolidated Balance Sheets Decemher31 2017 2016 ASSETS (millions, except share amounts)

Current Assets Cash and cash equivalents $ 2.2 $ 4.5 Receivables, net 106.3 139.1 Related party receivables 84.7 67.2 Accounts receivable pledged as collateral 130.0 110.0 Fuel inventories, at average cost 71.0 72.9 Materials and supplies, at average cost 126.0 118.9 Deferred refueling outage costs 6.8 22.3 Refundable income taxes 5.4 12.7 Prepaid expenses and other assets 27.6 27.9 Total 560.0 575.5 Utility Plant, at Original Cost Electric 10,213.2 9,925.1 Less - accumulated depreciation 4,o?0.3 3,858.4 Net utility plant in service 6,142.9 6,066.7 Construction work in progress 350.3 300.4 Nuclear fuel, net of amortization of$204.2 and $172.1 72.4 62.0 Total 6,565.6 6,429.1 Investments and Other Assets Nuclear decommissioning trust fund 258.4 222.9 Regulatory assets 691.9 801.8 Other 48.0 29.1 Total 998.3 1,053.8 Total $ 8,123.9 $ 8,058.4 The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

65

Table of Contents KANSAS CITY POWER & LIGHT COMPANY Consolidated Balance Sheets December 31 2017 2016 LIABILITIES AND CAPrTALIZATION (millions, except share amounts)

Current Liabilities Collateralized note payable $ 130.0 $ !10.0 Commercial paper 167.5 132.9 Current maturities of long-term debt 350.0 281.0 Accounts payable 249.0 23 l.6 Accrued taxes 29.0 27.0 Accrued interest 32.4 32.4 Accrued compensation and benefits 50.1 52.1 Pension and post-retirement liability 1.4 l.6 Other 46.8 l l.4 Total 1,056.2 880.0 Deferred Credits and Other Liabilities Deferred income taxes 616.1 1,228.3 Deferred tax credits 121.8 122.8 Asset retirement obligations 231.4 278.0 Pension and post-retirement liability 512.2 465.8 Regulatory liabilities 779.2 187.4 Other 61.6 70.6 Total 2,322.3 2,352.9 Capitalization Common shareholder's equity Common stock- l,000 shares authorized without par value 1 share issued, stated value 1,563.1 1,563.1 Retained earnings 949.7 982.6 Accumulated other comprehensive income (loss) 0.4 (4.2)

Total 2,513.2 2,541.5 Long-tenn debt (Note 12) 2,232.2 2,284.0 Total 4,745.4 4,825.5 Commitments and Contingencies (Note 15)

Total $ 8,123.9 $ 8,058.4 The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

66

Table of Contents KANSAS CITY POWER & LIGHT COMPANY Consolidated Statements of Cash Flo,vs V car Ended December 31 2017 2016 2015 Cash Flows from Operating Activities (millions)

Net income $ 179.8 $ 225.0 $ 152.8 Adjustments to reconcile income to net cash from operating activities:

Depreciation and 'amortization 266.3 247.5 235.7 Amortization of:

Nuclear fuel 32.l 26.6 26.8 Other 30.2 33.9 29.1 Deferred income tal{es, net 83.5 93.4 99.4 Investment !aJ{ credit amortization (1.0) (1.0) (1.0)

Other operating activities (Note 3) 20.0 (2.1) (61.5)

Net cash from operating activities 610.9 623.3 481.3 Cash Flows from Investing Activities Utility capital expenditures (437.7) (418.8) (518.3)

Allowance for borrowed funds used during construction (6.1) (5.6) (3.9)

Purchases of nuclear decommissioning trust investments (33.6) (31.9) (50.9)

Proceeds from nuclear decommissioning trust investments 30.3 28.6 47.6 Other investing activities (23.9) (23.8) (25.5)

Net cash from investing activities (471.0) (451.5) (551.0)

Cash Flows from Financing Activities Issuance oflong-term debt 299.2 348.8 Issuance oflong-term debt from rernarketing 146.5 Repayment of long-term debt from remarketing (146.5)

Issuance fees (3.0) (0.2) (3.0)

Repayment oflong-term debt (281.0) (85.9)

Net change in short-term borrowings 34.6 (47.4) (178.0)

Net change in collateralized short-term borrowings 20.0 Net money pool borrowings (12.6)

Dividends paid to Great Plains Energy (212.0) (122.0)

Net cash from financing activities (142.2) (169.6) 69.3 Net Change in Cash and Cash Equivalents (2.3) 2.2 (0.4)

Cash and Cash Equivalents at Beginning of Year 4.5 2.3 2.7 Cash and Cash Equivalents at End of Vear $ 2.2 $ 4.5 $ 2.3 The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

67

Table of Contents KANSAS CITY POWER & LIGHT COMPANY Consolidated Statements of Common Shareholder's Equity Year Ended December 31 2017 2016 2015 Shares Amount Shares Amount Shares Amount (millions, except share amounts)

Common Stock $ 1,563.1 $ 1,563.1 $ 1,563.1 Retained Earnings Beginning balance 982.6 879.6 726.8 Net income 179.8 225.0 152.8 Cumulative effect of adoption of ASU 2016-09 (Note 1) (0.7)

Dividends:

Common stock held by Great Plains Energy (212.0) (122.0)

Ending balance 949.7 982.6 879.6 Accumulated Other Comprehensive Income (Loss)

Beginning balance (4.2) (9.6) (14.9)

Derivative hedging activity, net of tax 4.6 5.4 5.3 Ending balance 0.4 (4.2) (9.6)

Total Common Shareholder's Equity $ 2,513.2 $ 2,541.5 $ 2,433.1 The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

68

Table of Contents GREAT PLAINS ENERGY INCORPORATED KANSAS CITY POWER & LIGHT COMPANY Notes to Consolidated Financial Statements The notes to consolidated financial statements that follow are a combined presentation for Great Plains Energy Incorporated and Kansas City Power & Light Company, both registrants under this filing. The terms "Great Plains Energy," "Company," "KCP&L" and "Companies" are used throughout this repo1t. "Great Plains Energy" and the "Company" refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. "KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies" refers to Great Plains Energy Incorporated and it-; consolidated subsidiaries and KCP&L and its consolidated subsidiaries.

l.

SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES Organization Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries and cash and cash equivalents. Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows:

KCP&L is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).

KCP&L Greater Missouri Operations Company (GMO) is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri. GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant). MPS Merchant has certain long-term natural gas contracts remaining from its former non-regulated trading operations.

Great Plains Energy also wholly owns OPE Transmission Holding Company, LLC (GPETHC). GPETHC owns 13.5% ofTransource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC (AEPTHC), a subsidiary of American Electric Power Company, Inc. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.

Each of Great Plains Energy's and KCP&L's consolidated financial statements includes the accounts of their subsidiaries. Intercompany transactions have been eliminated.

Great Plains Energy's sole reportable business segment is the electric utility segment (Electric Utility). See Note 22 for additional infonnation.

Use of Estimates The process of preparing financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires the use of estimates and assumptions that affect the reported amounts of certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less at acquisition.

Time Deposit Consists of a non-negotiable fixed rate investment in a time deposit with an original maturity of greater than three months and is recorded on the balance sheet at cost. The Company estimates the fair value of the time deposit, which approximates its carrying value, using Level 2 inputs based on cuITent interest rates for similar investments with comparable credit risk and time to maturity.

69

Table of Contents Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value.

Nuclear decommissioning trust.fund - KCP&L's nuclear decommissioning trust fund assets are recorded at fair value based on quoted market prices of the investments held by the fund and/or valuation models.

Pension plans - For financial reporting purposes, the market value of plan assets is the fair value. For regulatory reporting purposes, a five-year smoothing of assets is used to determine fair value.

Derivative Instruments The Company records derivative instruments on the balance sheet at fair value in accordance with GAAP. Great Plains Energy and KCP&L enter into derivative contract,; to manage exposure to commodity price and interest rate fluctuations. Derivative instrument<; are entered into solely for hedging purposes and are not issued or held for speculative reasons.

The Company considers various qualitative factors, such as contract and market place attributes, in designating de1ivative instrument,; at inception. Great Plains Energy and KCP&L may elect the nonnal purchases and nomrnl sales (NPNS) exception, which requires the effects of the derivative to be recorded when the underlying contract settles. Great Plains Energy and KCP&L account for derivative instruments that are not designated as NPNS as non-hedging derivatives, which are recorded as assets or liabilities on the consolidated balance sheets at fair value.

Great Plains Energy and KCP&L offset fair value amounts recognized for derivative instruments under master netting arrangements, which include rights to reclaim cash collateral (a receivable), or the obligation to return cash collateral (a payable).

Utility Plant Great Plains Energy's and KCP&L's utility plant is stated at historical cost. These cost,; include taxes, an allowance for the cost of borrowed and equity funds used to finance construction and payroll-related costs, including pensions and other fringe benefits.

Replacements, improvements and additions to units of property are capitalized. Repairs of property and replacements of items not considered to be units ofprope1ty are expensed as incurred (except as discussed under Deferred Refueling Outage Costs). When property units are retired or otherwise disposed, the OJiginal cost, net of salvage, is charged to accumulated depreciation. Substantially all ofKCP&L's utility plant is pledged as collateral for KCP&L's mortgage bonds under the General Mortgage Indenture and Deed of Trust dated December 1, 1986, as supplemented (Indenture). A portion of GMO's utility plant is pledged as collateral for GM O's mortgage bonds under the General Mortgage Indenture and Deed ofTmst dated April 1, 1946, as supplemented.

As prescribed by The Federal Energy Regulatory Commission (FERC), Allowance for Funds Used During Construction (AFUDC) is charged to the cost of the plant during constrnction. AFUDC equity funds are included as a non-cash item in non-operating income and AFUDC borrowed funds are a reduction of interest charges. The rates used to compute gross AFUDC are compounded semi-annually.

The rates used to compute gross AFUDC for KCP&L averaged 4.9% in 2017, 5.7% in 2016 and 3.0% in 2015. The rates used to compute gross AFUDC for GMO averaged 1.9% in 2017, 1.6% in 2016 and 4.2% in 2015.

70

Table of Contents Great Plains Energy's and KCP&L's balances of utility plant, at original cost, with a range of estimated useful lives are listed in the following tables.

Great Plains Energy December 31 2017 2016 Utility plant, at original cost (millions)

Generation (20 - 60 years) $ 7,930.8 $ 8,106.4 Transmission (15 - 70 years) 912.3 886.3 Distribution (8 - 66 years) 3,789.0 3,629.1 General (5 - 50 years) 1,042.0 975.9 Total(*) $ 13,674.1 $ 13,597.7

<*> Includes $265.0 million and $261.2 million at December 31, 2017 and 2016, respectively; ofland and other assets that are not depreciated.

KCP&L

!December 31 2017 2016 Utility plant, at original cost (millions)

Generation (20 - 60 years) $ 6,471.5 $ 6,350.7 Transmission (15 - 70 years) 500.4 484.1 Distribution (8 - 55 years) 2,389.4 2,298.4 General (5 - 50 years) 851.9 791.9 Total(*) $ 10,213.2 $ 9,925.1

<*l Includes$ 176.0 million and $178.0 million at December 3 I, 2017 and 2016, respectively, of land and other assets that are not depreciated.

lPlant to be Retired, Net When Great Plains Energy and KCP&L retire utility plant, the original cost, net of salvage, is charged to accumulated depreciation.

However, when it becomes probable an asset will be retired significantly in advance of its original expected useful life and in the near term, the cost of the asset and related accumulated depreciation is recognized as a separate asset as a probable abandonment. If the asset is still in service, the net amount is classified as plant to be retired, net on the consolidated balance sheets. If the asset is no longer in service, tl1e net amount is classified in regulatory assets on the consolidated balance sheet~.

Great Plains Energy and KCP&L must also assess the probability of full recovery of the remaining net book value of the abandonment.

The net book value that may be retained as an asset on the balance sheet for the abandonment is dependent upon amounts that may be recovered through regulated rates, including any return. An impainnentcharge, if any, would equal the difference between the remaining net book value of tl1e asset and the present value of the future revenues expected from the asset.

In June 2017, Great Plains Energy and KCP&L announced the expected retirement of certain older generating units, including GMO's Sibley No. 3 Unit, over the next several years. As of December 31, 2017, Great Plains Energy has dete1mined that Sibley No. 3 Unit meets the criteria to be considered probable of abandonment and has classified its remaining net book value of$ I 43.6 million within plant to be retired, net on its consolidated balance sheet. The Company is currently allowed a full recovery of and a full return on Sibley No. 3 Unit in rates and has concluded tlrnt no impaim1ent is required as of December 3 1, 2017.

Depreciation and Amortization Depreciation and amortization of utility plant other than nuclear fuel is computed using the straight-line method over the estimated lives of depreciable property based on rates approved by state regulatory authorities. Annual depreciation rates average approximately 3%.

Nuclear fuel is amortized to fuel expense based on the quantity of heat produced during the generation of electricity.

71

Table of Contents Great Plains Energy's depreciation expense was $330.8 million, $308.8 million and $299.4 million for 2017, 2016 and 2015, respectively. KCP&L's depreciation expense was $228.4 million, $215.4 million and $208.5 million for 2017, 2016 and 2015, respectively.

Nuclear Plant Decommissioning Costs Nuclear plant decommissioning cost estimates are based on the immediate dismantlement method and include the costs of decontamination, dismantlement and site restoration. Based on these cost estimates, KCP&L contributes to a tax-qualified trust fund to be used to decommission Wolf Creek Generating Station (Wolf Creek). Related liabilities for decommissioning are included on Great Plains Energy's and KCP&L's balance sheets in Asset Retirement Obligations (AROs).

As a result of the authorized regulatory treatment and related regulatory accounting, differences between the decommissioning trust fund asset and the related ARO are recorded as a regulatory asset or liability. See Note 8 for discussion of AROs including those associated with nuclear plant decommissioning costs.

Deferred Refueling Outage Costs KCP&L uses the defe1rnl method to account for operations and maintenance expenses incUITed in support of Wolf Creek's scheduled refueling outages and amortizes them evenly (monthly) over the unit's operating cycle, which is approximately 18 months, until the next scheduled outage. Replacement power costs during an outage are expensed as incurred.

Regulatory Matters KCP&L and GMO defer items on the balance sheet resulting from the effects of the ratemaking process, which would not be recorded if KCP&L and GMO were not regulated. See Note 6 for additional infonnation concerning regulato1y matters.

Revenue Recognition Great Plains Energy and KCP&L recognize revenues on sales of electricity when the service is provided. Revenues recorded include electric services provided but not yet billed by KCP&L and GMO. Unbilled revenues are recorded for kWh usage in the period following the customers' billing cycle to the end of the month. KCP&L's and GMO's estimate is based on net system kWh usage less actual billed kWhs. KCP&L's and GMO's estimated unbilled kWhs are allocated and priced by regulatory jurisdiction across the rate classes based on actual billing rates.

KCP&L and GMO collect from customers gross receipts taxes levied by state and local governments. These taxes from KCP&L's Missouri customers are recorded gross in operating revenues and general taxes on Great Plains Energy's and KCP&L's statements of comprehensive income. KCP&L's gross receipt"> taxes collected from Missouri customers were $72.9 million, $70.3 million and $62.0 million in 2017, 20 l 6 and 2015, respectively. These taxes from KCP&L's Kansas customers and GMO's customers are recorded net in operating revenues on Great Plains Energy's and KCP&L's statements of comprehensive income (loss).

Great Plains Energy and KCP&L collect sales taxes from customers and remit to state and local governments. These taxes are presented on a net basis on Great Plains Energy's and KCP&L's statements of comprehensive income (loss).

Great Plains Energy and KCP&L record sale and purchase activity on a net basis in wholesale revenue or purchased power when transacting with Regional Transmission Organization (RTO)/Independent System Operator (ISO) markets.

Allowance for Doubtful Accounts This reserve represents estimated uncollectible accounts receivable and is based on management's judgment considering historical loss experience and the characteristics of existing accounts. Provisions for losses on receivables are expensed to maintain the allowance at a level considered adequate to cover expected losses. Receivab Jes are charged off against the reserve when they are deemed uncollectible.

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Table of Contents Property Gains and Losses Net gains and losses from the sale of assets and businesses and from asset impairments are recorded in operating expenses.

Asset Impairments Long-lived assets and finite-lived intangible assets subject to amortization are reviewed for impainnent whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted expected future cash flows from an asset to be held and used is less than the carrying value of the asset, an asset impairment must be recognized in the financial statements. The amount of impairment recognized is the excess of the carrying value of the asset over its fair value.

Goodwill and indefinite lived intangible assets are tested for impairment annually and when an event occurs indicating the possibility that an impainnent exists. The annual test must be performed at the same time each year. The goodwill impairment test consists of comparing the fair value of a reporting unit to it-; carrying amount, including goodwill, to identify potential impai1111ent. In the event that the carrying amount exceeds the fair value of the reporting unit, an impaim1ent loss is recognized for the difference between the carrying amount of the reporting unit and its fair value.

Income Taxes Income taxes are accounted for using the asset/liability approach. Deferred tax assets and liabilities are detennined based on the temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized.

Great Plains Energy and KCP&L recognize tax benefits based on a "more-likely-than-not" recognition threshold. In addition, Great Plains Energy and KCP&L recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in non-operating expenses.

Great Plains Energy files a consolidated federal income tax return as well as unitary and combined income tax returns in several state jurisdictions with Kansas and Missouri being the most significant. Income taxes for consolidated or combined subsidiaries are allocated to the subsidiaries based on separate company computations of income or loss. KCP&L's income tax provision includes taxes allocated based on its separate company income or loss.

As of December 31, 2017, Great Plains Energy and KCP&L have established a net regulatory liability for the additional future refunds to be made to customers for the over collection of income taxes in rates. Tax credits are recognized in the year generated except for certain KCP&L and GMO investment tax credits that have been deferred and amortized over the remaining service lives of the related properties.

Environmental Matters Environmental costs are accrued when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated.

Non-Operating Income and Expenses In 2017, Great Plains Energy's non-operating income included $22.8 million of interest income earned on increased cash and cash equivalents at Great Plains Energy in 2017 related to the proceeds from Great Plains Energy's October 2016 common stock and Series B Preferred Stock offerings and March 2017 issuance of $4.3 billion of senior notes and $14.0 million of mark-to-market gains on deal contingent interest rate swaps.

In 2017, Great Plains Energy's non-operating expenses included $15 .0 million due to the write-off of previously deferred offering fees as a result of the termination of the stock purchase agreement for $750 million of Series A Preferred Stock between Great Plains Energy and OCM Credit Portfolio LP (OMERS) in July 2017.

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Table of Contents Basic and Diluted Earnings (Loss) per Common Share Calculation To determine basic earnings (loss) per common share (EPS), preferred stock dividend requirements and redemption premium are deducted from net income (loss) before dividing by the average number of common shares outstanding. To determine diluted EPS, preferred stock dividend requirements and redemption premium are added to earnings available for common shareholders for the periods in which the assumed conversion of Great Plains Energy's 7 .00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock) has a dilutive effect before dividing by the diluted average number of common shares outstanding. See Note 14 for additional information regarding Series B Preferred Stock. The effect of dilutive securities assumes the issuance of common shares applicable to performance shares and restricted stock calculated using the treasury stock method and the number of common shares that would be issued under an assumed conversion of Series B Preferred Stock using the if-converted method.

The following table reconciles Great Plains Energy's basic and diluted EPS.

2017 2016 2015 (millions, except per share amounts)

Income (Loss)

Net income (loss) $ (106.2) $ 290.0 $ 213.0 Less: preferred stock dividend requirements and redemption premium 37.3 16.5 1.6 Earnings (loss) available for common shareholders $ (143.5) $ 273.5 $ 211.4 Common Shares Outstanding Average number of common shares outstanding 215.5 169.4 154.2 Add: effect of dilutive securities 0.4 0.6 Diluted average number of common shares outstanding 215.5 169.8 154.8 Basic and Diluted EPS $ (0.67) $ 1.61 $ 1.37 Anti-dilutive shares excluded from the computation of diluted EPS for 2017 were 226,958 performance shares and 144,989 restricted stock shares. Anti-dilutive shares excluded from the computation of diluted EPS for 2016 were 7,805,460 shares of Series B Preferred Stock assumed to be converted. Anti-dilutive shares excluded from the computation of diluted EPS for 2015 were 900 restricted stock shares.

Dividends Declared In Februa1y 2018, Great Plains Energy's Board of Directors (Great Plains Energy Board) declared a quarterly dividend of $0.275 per share on Great Plains Energy's common stock. The common dividend is payable March 20, 2018, to shareholders of record as of February 27, 2018.

In February 2018, KCP&L's Board of Directors declared a cash dividend payable to Great Plains Energy of $60 million payable on March 19, 2018.

New Accounting Standards In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation-Stock Compensation, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and fo1ieitures. The Companies adopted ASU No. 2016-09 on January I, 2017. The cumulative effect from the adoption of ASU No. 2016-09 was insignificant to Great Plains Energy's consolidated financial statements and resulted in a reduction to retained earnings of$0.7 million for KCP&L. The Companies have elected to adopt the cash flow presentation of the excess tax benefits as an operating activity prospectively and no prior periods have been adjusted.

In March 2017, the FASB issued ASU No. 2017-07, Compe!Jsation-Retirement Benefit~, which requires an employer to disaggregate the service cost component from the other component~ of net benefit cost. The service cost component is to be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The non-service cost components are to be reported 74

Table of Contents separately from service costs and outside of a subtotal of income from operations. The amendments in this update allow only the service cost component to be eligible for capitalization as pa1t of utility plant. The non-service cost components that are no longer eligible for capitalization as part of utility plant will be recorded as a regulatory asset. The new guidance is to be applied retrospectively for the presentation of service cost and non-service cost components in the income statement and prospectively for the capitalization of the service cost component. The Companies adopted ASU No. 2017-07 on January 1, 2018, and it will not have a material impact on their consolidated financial statements as the impacts of adoption are limited to changes in the classification of non-service cost.

In May 2014, the FASB issued ASU No. 2014-09, Revenue ft-om Contracts* with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. In August 2015, the FASB issued ASU No. 2015-14, deferring the effective date of ASU No. 2014-09 one year, from January 1, 2017, to January l, 2018.

The ASU replaced most existing revenue recognition guidance in GAAP when it became effective. The Companies adopted ASU No.

2014-09 on January 1, 2018 using the modified retrospective transition method. The adoption of the standard did not have a material impact on the Companies' amount or timing of revenue recognition. The Companies will include additional disclosures regarding the nature, amount and timing of their revenues from contracts with customers, including disaggregated revenue by customer type, in their first quarter 2018 notes to financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires an entity that is a lessee to record a right-of-use asset and a lease liability for lease payments on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new guidance is effective for interim and annual periods beginning after December 15, 2018, and is required to be applied using a modified retrospective approach. Great Plains Energy and KCP&L plan to adopt the new guidance on January 1, 2019. The Companies expect that the new guidance will affect the balance sheet by increasing the assets and liabilities recorded related to operating leases and continue to evaluate the effect that ASU No. 2016-02 will have on their income statement, statement of cash flows and related disclosures.

2. ANTICIPATED MERGER WITH WESTAR ENERGY, INC.

In May 2016, Great Plains Energy entered into an Agreement and Plan of Merger dated as of May 29, 2016, by and among Great Plains Energy, Westar Energy, Inc. (Westar) and GP Star, Inc. (GP Star) (Original Merger Agreement). Pursuant to the Original Merger Agreement, Great Plains Energy would have acquired Westar for (i) $51.00 in cash and (ii) a number of shares of Great Plains Energy common stock, equal to an exchange ratio for each share of Westar common stock issued and outstanding immediately prior to the effective time of the merger, with Westar becoming a wholly owned subsidiary of Great Plains Energy. The acquisition was subject to various shareholder and regulatory approvals, including from The State Corporation Commission of the State of Kansas (KCC), the Public Service Commission of the State of Missouri (MPSC) and FERC.

In April, 2017, KCC issued an order denying Great Plains Energy's, KCP&L's and Westar's joint application for approval of the acquisition of Westar by Great Plains Energy citing concerns with the purchase price, Great Plains Energy's capital structure, quantifiable and demonstrable customer benefits and staffing levels in Westar's service territory, among other items.

In July 2017, Great Plains Energy entered into an Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 by and among Great Plains Energy, Westar, Monarch Energy Holding, Inc., a Missouri corporation (Holdco), and King Energy, Inc., a Kansas corporation and wholly owned subsidiary of Holdco (Merger Sub) (Amended Merger Agreement). Pursuant to the Amended Merger Agreement, subject to the satisfaction or waiver of certain conditions, Great Plains Energy will merge with and into Holdco, with Holdco surviving such merger, and Merger Sub will merge with and into Westar, with Westar surviving such merger. Pursuant to the Amended Merger Agreement, at closing each outstanding share of Great Plains Energy's and Wes tar's common stock will be converted into the right to receive 0.5981 and 1.0, respectively, of validly issued, fully paid and nonassessable 75

Table of Contents shares of common stock, no par value, of Holdco. Following the mergers, Holdco, with a new name that has yet to be established, will be the parent of Great Plains Energy's direct subsidiaries, including KCP&L, and Westar.

The anticipated merger with Westar has been structured as a merger of equals in a tax-free exchange of shares that involves no premium paid or received with respect to either Great Plains Energy or Westar. Following the completion of the anticipated merger, Westar shareholders will own approximately 52.5 percent and Great Plains Energy shareholders will own approximately 47.5 percent of the combined company.

Regulatory and Shareholder Approvals Great Plains Energy's anticipated merger with Westar was unanimously approved by the Great Plains Energy Board and Westar's Board of Directors (Westar Board). In November 2017, shareholders of Great Plains Energy and Westar approved all proposals necessary for the merger of Great Plains Energy and Westar at each company's respective shareholder meeting. The anticipated merger remains subject to regulatory approvals from KCC, the MPSC, the Nuclear Regulatory Commission (NRC), FERC and The Federal Communications Commission (FCC); as well as other contractual conditions.

KCC Approval In August 2017, Great Plains Energy, KCP&L and Westar filed a joint application with KCC for approval of the anticipated merger with Westar. An evidentiary hearing is expected to occur in March 2018 and a decision from KCC on the joint application is expected by June 5, 2018.

MPSC Approval In August 2017, Great Plains Energy, KCP&L, GMO and Westar filed a joint application with the MPSC for approval of the anticipated merger with Westar. In January 2018, Great Plains Energy, KCP&L, GMO and Westar reached a stipulation and agreement with the MPSC staff and certain other intervenors in the case settling all issues in the joint application except for the assignment of bill credit amounts to retail electric customers at KCP&L and GMO. The stipulation and agreement imposes certain conditions on Holdco, KCP&L and GMO in the areas of financing, ratemaking, customer service, corporate social responsibility and also includes other general provisions. The stipulation and agreement with the MPSC staff, among other things, provides that retail rates for KCP&L Missouri and GMO customers will not increase as a result of the merger and that in the event KCP&L's or GMO's credit ratings are downgraded below in vestment grade as a result of their affiliation with Holdco or any of Holdco's affiliates, KCP&L and GMO will be restricted from paying a dividend unless approved by the MPSC or until their credit ratings are restored to investment grade. The stipulation and agreement must still be approved by the MPSC. An evidentiary hearing in the case is expected to occur in March 2018. While there is not a statutory deadline for an MPSC ruling on the joint application, a decision from the MPSC is expected in the second quarter of 2018.

Other Approvals In September 2017, Great Plains Energy and Westar filed applications with FERC and the NRC for approval of the merger. In October 201 7, the Securities and Exchange Commission (SEC) declared effective a registration statement on Form S-4 of Holdco including a joint proxy statement of Great Plains Energy and Westar that was used in connection with Great Plains Energy's and Westar's special shareholder meetings on November 21, 2017, and tl1e registration of shares of Holdco common stock to be issued to Great Plains Energy's and Westar's shareholders at the closing of the anticipated merger. In November 2017, Great Plains Energy and Westar filed their respective Pre-Merger Notification and Report forms with the Federal Trade Commission (FTC) and the Department of Justice (DOJ) under the Hart-Scott-Rodino (HSR) Act. In December 2017, the FTC granted Great Plains Energy's request for early termination of the waiting period under the HSR Act with respect to the anticipated merger. In February 2018, Great Plains Energy, KCP&L, GMO and Westar filed Transfer of Control applications with FCC.

Termination Fees The Amended Merger Agreement provides that in connection with a termination of the agreement under specified circumstances relating to a failure to obtain regulatory approvals by July 9, 2018 (which date may be extended to January 9, 2019), a final and nonappealable order enjoining the consummation of the anticipated merger in connection with regulatory approvals or failure by Great Plains Energy to comply with its obligations under the 76

Table of Contents Amended Merger Agreement to consummate the closing of the anticipated merger once all of the conditions have been satisfied, Great Plains Energy may be required to pay Westar a tennination fee of $190 million. In addition, in the event that the Amended Merger Agreement is tenninated by Westar under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Westar may be required to pay Great Plains Energy a termination fee of $190 million. Similarly, in the event that the Amended Merger Agreement is terminated by Great Plains Energy under certain circumstances to enter into a definitive acquisition agreement with respect to a superior proposal, Great Plains Energy may be required to pay Westar a termination fee of $190 million.

Shareholder Lawsuits Follow.ing the announcement of the Original Merger Agreement in May 2016, two putative class action complaints (which were consolidated and superseded by a consolidated complaint) were filed in the District Court of Shawnee County, Kansas. On October 20, 2017, the lead plaintiff in that consolidated putative class action filed an amended class action petition. The amended petition named as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The amended petition challenged the proposed merger and alleged breaches of fiduciary duties against the Westar Board in connection with the proposed merger, including the duty of candor, and that Westar, Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties.

On September 21, 2017, a putative class action lawsuit was filed in the U.S. District Court for the District of Kansas. The federal class action complaint named as defendants Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenged the merger and alleged violations of section 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act")

against all of the defendants and violations of section 20(a) of the Exchange Act against the Westar Board.

On October 6, 2017, a putative class action lawsuit was filed in the U.S. District Court for the District of Kansas. The federal class action complaint named as defendant'> Westar, the Westar Board, Great Plains Energy, Holdco and Merger Sub. The complaint challenged the proposed merger and alleged violations of section 14(a) of the Exchange Act against Westar and the Westar Board and violations of section 20(a) of the Exchange Act against the Westar Board, Great Plains Energy, Holdco and Merger Sub.

On October 13, 2017, a putative class action lawsuit was filed in the U.S. District Court for the Western District of Missouri, Western Division. The federal class action complaint named as defendants Great Plains Energy and the Great Plains Energy Board. The complaint challenged the proposed merger and alleged violations of section 14(a) of the Exchange Act against all of the defendants and violations of section 20(a) of the Exchange Act against the Great Plains Energy Board.

On October 18, 2017, a putative derivative complaint was filed in Shawnee County, Kansas. This putative derivative action named as defendants the Westar Board, Great Plains Energy, Holdco and Merger Sub, with Westar named as a nominal defendant. The complaint challenged the proposed merger and alleged that the Westar Board detem1ined to forego a $380 million break-up fee allegedly payable to Westar associated with the Original Merger Agreement, breached their fiduciary duties to Westar shareholders in connection with the proposed merger, and that Great Plains Energy, Holdco and Merger Sub aided and abetted such breaches of fiduciary duties.

On November 16, 2017, the plaintiffs in these lawsuits agreed in principle to dismiss the lawsuits and, in exchange, Great Plains Energy, Westar Energy and Holdco agreed, solely in order to avoid the risk that litigation might delay or otherwise adversely affect the consummation of the proposed merger under the Amended Merger Agreement and to minimize the expense of defending such actions, to make supplemental disclosures to the Joint Proxy Statement/Prospectus, which were made on Forms 8-K dated November 16, 2017.

The lawsuit~ have been dismissed. These dismissals do not release or otherwise prejudice any potential claims of any member of the putative class, other than for the plaintiffs in these lawsuits, and do not constitute any admission by any of the defendants as to the merits of any claims.

  • Redemption of Acquisition Financing In order to fund the cash portion of the acquisition under the Original Merger Agreement, Great Plains Energy completed registered public offerings of 60.5 million shares of common stock for total net proceeds of $1.55 billion 77

Table of Contents and 17.3 million depositary shares each representing a 1120th interest in a share of Series B Preferred Stock for total net proceeds of

$836.2 million in October 2016 and issued, at a discount, $4.3 billion of senior notes in March 2017. Great Plains Energy also entered into a stock purchase agreement with OMERS, pursuant to which Great Plains Energy would issue and sell to OMERS 750,000 shares of preferred stock of Great Plains Energy designated as 7.25% Mandatory Convertible Preferred Stock, Series A (Series A Preferred Stock), without par value, for an aggregate purchase price equal to $750 million at the closing of the acquisition.

In addition to the financings discussed above, Great Plains Energy also entered into a senior unsecured bridge term loan facility in connection with the Original Merger Agreement in an aggregate principal amount of $8.017 billion (which was subsequently reduced to

$864.5 million as a result of the completed financings noted above) to support the anticipated transaction and provide flexibility for the timing oflong-tenn financing.

As a result of the Amended Merger Agreement, the following occurred with regards to Great Plains Energy's acquisition financing arrangements:

In July 2017, Great Plains Energy redeemed its $4.3 billion of senior notes at a redemption price of IO 1% of the aggregate principle amount, plus accrued and unpaid interest. See Note 12 for additional information; In August 2017, Great Plains Energy redeemed its Series B Preferred Stock at a redemption price that was equal to a make-whole formula set forth in the terms of the Series B Preferred Stock. See Note 14 for additional information; In July 2017, Great Plains Energy and OMERS tenninated their stock purchase agreement for $750 million of Series A Preferred Stock. As a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to non-operating expenses in the third quarter of 2017; and In July 2017, Great Plains Energy terminated its $864.5 million unsecured b,;dge term loan facility.

Under the Amended Merger Agreement, Great Plains Energy is required to have not less than $1.25 billion in cash and cash equivalents on its balance sheet at the closing of the anticipated merger with Westar. It is expected that this excess cash will be returned to shareholders of the combined company through the repurchase of common stock over time after the closing of the anticipated merger.

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3. SUPPLEMENTAL CASH FLOW INFORMATION Great Plains E11ergy Other Operati11g Activities Year Ended December 31 2017 2016 2015 Cash flows affected by changes in: (millions)

Receivables $ 14.8 $ (18.3) $ 12.5 Accounts receivable pledged as collateral (7.6) 2.6 (4.0)

Fuel inventories 5.6 9.6 (28.3)

Materials and supplies (9.0) (6.5) (3.0)

Accounts payable 9.0 (25.4) (11.4)

Accrued taxes 1.5 8.1 I.I Accrued interest (8.0) 6.1 3.4 Deferred refueling outage costs 15.5 (3.1) (6.7)

Pension and post-retirement benefit obligations 26.1 27.4 18.5 Allowance for equity funds used during construction (6.0) (6.6) (4.8)

Fuel recovery mechanisms (11.4) (46.9) 47.5 ARO settlements (28.5) (17.4) (4.1)

Other 20.6 28.1 (7.8)

Total other operating activities $ 22.6 $ (42.3) $ 12.9 Cash paid during the period:

Interest $ 258.9 $ 191.2 $ 182.2 Income taxes $ $ 0.1 $ 0.1 Non-cash investing activities:

Liabilities accrued for capital expenditures $ 39.8 $ 32.4 $ 35.7 KCP&L Other Opert1ti11g Activities Year Ended December 31 2017 2016 2015 Cash flows affected by changes in: (millions)

Receivables $ 13.8 $ (12.4) $ 2.6 Accounts receivable pledged as collateral (20.0)

Fuel inventories 1.9 10.6 (24.7)

Materials and supplies (7.1) (4.3) (4.5)

Accounts payable 11.7 (30.5) (18.0)

Accrued taxes 9.1 67.9 (19.0)

Accrued interest 3.4 Deferred refueling outage costs 15.5 (3.1) (6.7)

Pension and post-retirement benefit obligations 27.3 28.6 18.4 Allowance for equity funds used during construction (6.0) (6.6) (3.8)

Fuel recovery mechanisms 8.3 (53.7) 3.5 ARO settlements (25.5) (15.0) (4.1)

Other (9.0) 16.4 (8.6)

Total other operating activities $ 20.0 $ (2.1) $ (61.5)

Cash paid during the period:

Interest $ 128.0 $ 127.0 $ 120.2 Income taxes $ 38.8 $ $

Non-cash investing activities:

Liabilities accrued for capital expenditures $ 32.9, $ 27.2 $ 23.9 79

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4. RECEIVABLES Great Plains Energy's and KCP&L's receivables are detailed in the following table.

December 31 2017 2016 Great Plains Energy (millions)

Customeraccounts receivable - billed $ 3.7 $ 26.2 Customer accounts receivable - unbilled 103.2 79.1 Allowance for doubtful accounts - customer accounts receivable (4.7) (4.0)

Other receivables 49.5 64.7 Total $ 151.7 $ 166.0 KCP&L Customeraccounts receivable - billed $ 1.6 $ 25.5 Customer accounts receivable - unbilled 67.6 63.7 Allowance for doubtful accounts - customer accounts receivable (2.2) (1.8)

Other receivab !es 39.3 51.7 Total $ 106.3 $ 139.1 Great Plains Energy's and KCP&L's other receivables at December 31, 2017 and 2016, consisted primarily of receivables from partners in jointly owned electric utility plants and wholesale sales receivables.

Sale of Accounts Receivable - KCP&L and GMO KCP&L and GMO sell all of their retail electric accounts receivable to their wholly owned subsidiaries, KCP&L Receivables Company and GMO Receivables Company, respectively, which in turn sell an undivided percentage ownership interest in the accounts receivable to Victory Receivables Corporation, an independent outside investor. Each ofKCP&L Receivables Company's and GMO Receivables Company's sale of the undivided percentage ownership interest in accounts receivable to Victory Receivables Corporation is accounted for as a secured borrowing with accounts receivable pledged as collateral and a corresponding short-term collateralized note payable recognized on the balance sheets. At December 31, 2017 and 2016, Great Plains Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $180.0 million and $172.4 million, respectively. At December 31, 2017 and 2016, KCP&L's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were

$130.0 million and $110.0 million, respectively. In September 2017, KCP&L and GMO amended their respective receivable sale agreements with Victory Receivables Corporation to extend the tennination date to September 2018 and to allow for $130 million in aggregate outstanding principal amount of borrowings at any time for KCP&L and $50 million in aggregate outstanding principal amount of borrowings from mid-November through mid-June and then $65 million from mid-June through mid-November for GMO.

5. NUCLEAR PLANT KCP&L owns 47% of Wolf Creek, its only nuclear generating unit. Wolf Creek is located in Coffey County, Kansas, just northeast of Burlington, Kansas. Wolf Creek's operating license expires in 2045. Wolf Creek is regulated by the NRC with respect to licensing, operations and safety-related requirements.

Spent Nuclear Fuel and High-Level Radioactive Waste Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. Wolf Creek historically paid the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. In May 2014, this fee was set to zero.

In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to the NRC to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE's motion to withdraw its application. In 2011, the NRC announced that it 80

Table of Contents was evenly divided on whether to take affirmative action to overturn or uphold the board's decision and ordered the licensing board, consistent with budgeta1y limitations, to close out its work on the DO E's application. In August 2013, a federal court of appeals ruled that the NRC must resume its review of the DO E's application to the extent of appropriated funds. With the available funds, the NRC was able to complete its technical review of the Yucca Mountain application but was not able to resume the licensing hearing.

Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Management cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.

Low-Level Radioactive Waste Wolf Creek disposes of most of its low-level radioactive waste (Class A waste) at an existing third-party repository in Utah. Management expects that the site located in Utah will remain available to Wolf Creek for disposal of its Class A waste. Wolf Creek has contracted with a waste processor that will process, take title and dispose in another state most of the remainder of Wolf Creek's low-level radioactive waste (Classes Band C waste, which is higher in radioactivity but much lower in volume). Should on-site waste storage be needed in the future, Wolf Creek has current storage capacity on site for about four years' generation of Classes B and C waste and believes it will be able to expand that storage capacity as needed ifit becomes necessary to do so.

Nuclear Plant Decommissioning Costs The MPSC and KCC require KCP&L and the other owners of Wolf Creek to submit an updated decommissioning cost study every three years and to propose funding levels. The most recent study was submitted to the MPSC and KCC in September 2017 and is the basis for the current cost of decommissioning estimates in the following table. Funding levels included in KCP&L retail rates have not changed.

The actual nuclear decommissioning costs may vary from these estimates because of changes in regulations and technologies as well as changes in costs for labor, materials and equipment.

KCC MPSC (millions)

Current cost of decommissioning (in 2017 dollars)

Total Station $ 813.7 $ 813.7 KCP&L's47% Share 382.5 382.5 Future cost of decommissioning (in 2045-2053 dollars) (a)

Total Station $ 1,982.4 $ 2,137.8 KCP&L's 47% Share 931.7 1,004.8 Annual escalation factor 2.91% 3.16%

Annual return on trust assets (bl 5.64% 5.46%

(alTotal future cost over an eight year decommissioning period (blThe 5.64% KCC rate of return is through 2029 and then systematically decreases through 2053 to 0.32%. The 5.46% MPSC rate of return is through 2027 and then systematically decreases through 2053 to 2.22%. The KCC and MPSC rates of return systematically decrease based on the assumption that the fund's investment mix will become increasingly conservative as the decommissioning period approaches.

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Table of Contents Nuclear Decommissioning Trust Fund In 2017 and 2016, KCP&L contributed approximately $3 .3 million to a tax-qualified trust fund to be used to decommission Wolf Creek. Amounts funded are charged to other operating expense and recovered in customers' rates. The fonding level assumes a projected level of return on trust assets. If the actual return on trust assets is below the projected level or actual decommissioning costs are higher than estimated, KCP&L could be responsible for the balance of fonds required; however, while there can be no assurances, management believes a rate increase would be allowed to recover decommissioning costs over the remaining life of the unit.

The following table summarizes the change in Great Plains Energy's and KCP&L's nuclear decommissioning trust fund.

2017 2016 Decommissioning Trust (millions)

Beginning balance January 1 $ 222.9 $ 200.7 Contributions 3.3 3.3 Earned income, net of fees 4.3 4.l Net realized gains 0.7 0.3 Net unrealized gains 27.2 14.5 Ending balance December 31 $ 258.4 $ 222.9 The nuclear decommissioning trust is reported at fair value on the balance sheets and is invested in assets as detailed in the following table.

December 31 2017 2016 Cost Unrealized Unrealized Fair Cost Unrealized Unrealized Fair Basis Gains Losses Value Basis Gains Losses Value (millions)

Equity securities $ 96.5 $ 88.3 $ (1.0) $ 183.8 $ 93.3 $ 62.1 $ (1.5) $ 153.9 Debt securities 69.7 2.7 (0.4) 72.0 63.4 2.3 (0.5) 65.2 Other 2.6 2.6 3.8 3.8 Total $ 168.8 $ 91.0 $ (1.4) $ 258.4 $ 160.5 $ 64.4 $ (2.0) $ 222.9 The weighted average maturity of debt securities held by the trust at December 31, 2017, was approximately 9 years. The costs of securities sold are determined on the basis of specific identification. The following table summarizes the realized gains and losses from the sale of securities in the nuclear decommissioning trust fund.

2017 2016 2015 (millions)

Realized gains $ 2.5 $ 1.6 $ 5.3 Realized losses (1.8) (1.3) (4.6)

Nuclear Insurance The owners of Wolf Creek (Owners) maintain nuclear insurance for Wolf Creek for nuclear liability, nuclear property and accidental outage. These policies contain certain industry standard exclusions, including, but not limited to, ordinary wear and tear, and war. The nuclear property insurance programs subscribed to by members of the nuclear power generating industry include industry aggregate limits for act.~ ofte1rnrism and related losses, including replacement power costs. l11ere is no industry aggregate limit for liability claims related to te1rnrism, regardless of the number of acts of terrorism affecting Wolf Creek or any other nuclear energy liability policy or the number of policies in place. An industry aggregate limit of$3.2 billion plus any reinsurance recoverable by Nuclear Electric Insurance Limited (NEIL), the Owners' insurance provider, exists for property claims related to nuclear acts of teITorism, including accidental outage power costs for nuclear acts of terrorism affecting Wolf Creek or any other nuclear energy facility property policy within twelve months from the date of the first act. An industry 82

Table of Contents aggregate limit of$1.8 billion exists for property claims related to non-nuclear acts of terrorism. These limits plus any recoverable reinsurance are the maximum amount to be paid to members who sustain losses or damages from these types of terrorist acts. In addition, industry-wide retrospective assessment programs (discussed below) can apply once these insurance programs have been exhausted.

In the event of a catastrophic loss at Wolf Creek, the insurance coverage may not be adequate to cover property damage and extra expenses incurred. Uninsured losses, to the extent not recovered through rates, would be assumed by KCP&L and the other owners and could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.

Nuclear Liability Insura11ce Pursuant to the Price-Anderson Act, which was reauthorized through December 31, 2025, by the Energy Policy Act of 2005, the Owners are required to insure against public liability claims resulting from nuclear incidents to the full limit of public liability, which is currently $13.5 billion. This limit of liability consists of the maximum available commercial insurance of $0.5 billion and the remaining

$13.0 billion is provided through an indust1y-wide retrospective assessment program mandated by law, known as the Secondary Financial Protection (SFP) program. Under the SFP program. the Owners can be assessed up to $127.3 million ($59.8 million, KCP&L's 47% share) per incident at any commercial reactor in the country, payable at no more than $19.0 million ($8.9 million, KCP&L's 47%

share) per incident per year. This assessment is subject to an inflation adjustment based on the Consumer Price Index and applicable premium taxes. In addition, the U.S. Congress could impose additional revenue-raising measures to pay claims.

Nuclear Property I11sura11ce The Owners carry decontamination liability, premature decommissioning liability and property damage insurance from NEIL for Wolf Creek totaling approximately $2.8 billion ($1.3 billion, KCP&L's 4 7% share). In the event of an accident, insurance proceeds must first be used for reactor stabilization and site decontamination in accordance with a plan mandated by the NRC. KCP&L's share of any remaining proceeds can be used for further decontamination, property damage restoration and premature decommissioning .costs.

Premature decommissioning coverage applies only if an accident at Wolf Creek exceeds $500 million in property damage and decontamination expenses, and only after trust funds have been exhausted.

Accide11tal Nuclear Outage Insurance The Owners also cany additional insurance from NEIL to cover costs of replacement power and other extra expenses incurred in the event of a prolonged outage resulting from accidental property damage at Wolf Creek.

Under all NEIL policies, the Owners are subject to retrospective assessments ifNEIL losses, for each policy year, exceed the accumulated funds available to the insurer under that policy. The estimated maximum amount of retrospective assessments under the current policies could total approximately $3 7.4 million ($17 .6 million, KCP&L's 47% share) per policy year.

6. REGULATORY MATTERS KCP&L Missouri 2018 Rate Case Proceedings In January 2018, KCP&L filed an application with the MPSC to request an increase to its retail revenues of $8.9 million before rebasing fuel and purchased power expense, with a return on equity of9.85% and a rate-making equity ratio of 50.03%. The request reflects the impact of the Tax Cut and Jobs Act and increases in infrastructure investment costs, transmission related costs and property tax costs.

KCP&L also requested an additional $7 .5 million increase associated with rebasing fuel and purchased power expense.

GMO Missouri 2018 Rate Case Proceedings In January 2018, GMO filed an application with the MPSC to request a decrease to it'> retail revenues of $2.4 million before re basing fuel and purchased power expense, with a return on equity of9.85% and a rate-making equity ratio of 54.4%. The request reflects the impact of the Tax Cut and Jobs Act and increases in infrastructure 83

Table of Contents investment costs and transmission related costs. GMO also requested a $21.7 million increase associated with rebasing fuel and purchased power expense.

KCP&L Kansas 2016 Abbreviated Rate Case Proceedings In November 2016, KCP&L filed an abbreviated application with KCC to request a decrease to its retail revenues of $2.8 million, reflecting the tme-up to actuals of construction and environmental upgrade costs at the La Cygne Station and Wolf Creek capit'll addition costs and the removal of certain regulatory asset and liability amortizations. The previously approved return on equity and rate-making ratio for KCP&L was not addressed in th is case. In April 2017, KCP&L, KCC staff and the Citizens' Utility Ratepayer Board filed a joint motion to approve a unanimous settlement agreement with KCC that requested a decrease in retail revenues of $3.6 million.

In June 2017, KCC issued an order approving the unanimous settlement agreement. The rates established by the order took effect on June 28, 2017.

KCP&L Missouri 2016 Rate Case Proceedings In July 2016, KCP&L filed an application with the MPSC to request an increase to its ret'lil revenues of $62.9 million before rebasing fuel and purchased power expense, with a return on equity of9.9% and a rate-making equity ratio of 49.88%. The request reflects increases in infrastructure investment costs, costs for regional transmission lines, property tax costs and costs to comply with environmental and cybersecurity mandates. KCP&L also requested an additional $27.2 million increase associated with rebasing fuel and purchased power expense.

In May 2017, the MPSC issued an order for KCP&L authorizing an increase in ret'lil revenues of$5.4 million before rebasing fuel and purchased power expense, a return on equity of 9 .5% and a rate-making equity ratio of approximately 49 .2%. The order also authorized a $27. I million revenue increase associated with re basing fuel and purchased power expense: The rates established by the order took effect on June 8, 2017.

Regulatory Assets and Liabilities Great Plains Energy and KCP&L have recorded assets and liabilities on their consolidated balance sheets resulting from the effects of the ratemaking process, which would not otherwise be recorded if the Companies were not regulated. Regulatory assets represent incurred costs that are probable of recovery from future revenues. Regulatory liabilities represent future reductions in revenues or refunds to customers.

Management regularly assesses whether regulat01y assets and liabilities are probable of future recovery or refund by considering factors such as decisions by the MPSC, KCC or FERC in KCP&L's and GMO's rate case filings; decisions in other regulato1y proceedings, including decisions related to other companies that establish precedent on matters applicable to the Companies; and changes in laws and regulations. If recovery or refund ofregulatory assets or liabilities is not approved by regulators or is no longer deemed probable, these regulatory assets or liabilities are recognized in the current period results of operations. The Companies' continued ability to meet the criteria for recording regulatory assets and liabilities may be affected in the future by restrncturing and deregulation in the electric industry or changes in accounting rules. In the event that the criteria no longer applied to any or all of the Companies' operations, the related regulatory assets and liabilities would be written off unless an appropriate regulatory recovery mechanism were provided.

Additionally, these factors could result in an impairment on utility plant assets.

84

Table of Contents Great Plains Energy's and KCP&L's regulatory assets and liabilities are detailed in the following table.

December 31 2017 2016 Great Plains Great Plains KCP&L GMO Energy KCP&L GMO Energy Regulatory Assets (millions)

Taxes recoverable through future rates $ $ $ $ 123.9 $ 24.8 $ 148.7 Loss on reacquired debt 8.7 (a) 1.2 (a) 9.9 10.0 1.7 11.7 Cost ofremoval 30.3 30.3 28.6 28.6 Asset retirement obligations 94.3 24.2 118.5 69.6 24.9 94.5 Pension and post-retirement costs 379.7 (b) 108.2 (b) 487.9 367.9 104.7 472.6 Deferred customer programs 40.9 (c) 19.4 (d) 60.3 45.9 27.4 73.3 Fuel recovery mechanism 61.7 (el 12.0 (e) 73.7 69.9 69.9 Iatan No. l and common facilities depreciation and carrying costs 12.9 (I) 4.7 (g) 17.6 13.6 5.0 18.6 Iatan No. 2 construction accounting costs 25.0 (h) 13.7 (h) 38.7 26.9 16.1 43.0 Kansas property tax surcharge 6.6 (e) 6.6 3.6 3.6 Solar rebates 22.6 (i) 37.0 (e) 59.6 29.2 41.6 70.8 Transmission delivery charge 3.2 (e) 3.2 3.1 3.1 2.7 (j) 2.7 2.8 2.8 La Cygne deferred depreciation 3.3 (e) 1.6 4.9 6.8 6.8 Other Total $ 691.9 $ 222.0 $ 913.9 $ 801.8 $ 246.2 $ 1,048.0 Regulatory Liabilities Taxes refundable through future rates $ 574.0 $ 220.6 $ 794.6 $ $ $

Emission allowances 58.1 58.l 62.l 62.1 Asset retirement obligations 126.0 126.0 99.7 99.7 Cost ofremoval 57.4 57.4 65.1 65.l Fuel recovery mechanism 3.9 3.9 11.6 11.6 Pension and post-retirement costs 12.0 8.2 20.2 15 .3 7.4 22.7 Other 9.1 37.0 46.1 10.3 38.4 48.7 Total $ 779.2 $ 327.1 $ 1,106.3 $ 187.4 $ 122.5 $ 309.9

<*l Amortized over the life of the related new debt issuances or the remaining lives of the old debt issuances ifno new debt was issued.

(b) Represents unrecognized gains and losses, prior service and transition costs that will be recognized in future net periodic pension and post-retirement costs, pension settlements an10rtized over various periods and financial and regulatory accounting method differences that will be eliminated over the life of the pension plans. Of these amounts, $366.3 million and $61.4 million for KCP&L and GMO, respectively, are not included in rate base and are amortized over various periods.

(cl $16. l million not included in rate base and amortized over various periods.

Cd) $10.9 million not included in rate base and amortized over various periods.

(*)Not included in rate base and amortized over various periods.

(fl Included in rate base and amortized over various periods.

(g) Included in rate base and amortized through 2038.

(hl Included in rate base and amortized through 2059.

(il Not included in rate base and amortized through 2020.

OJ Included in rate base and amortized through 2040.

85

Table of Contents

7. GOODWILL AND INTANGIBLE ASSETS Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impaim1ent exists. The annual impairment test for the $169.0 million of GMO acquisition goodwill was conducted on September!,

2017. The goodwill impairment test consists of comparing the fair value of a reporting unit to its caITying amount, including goodwill, to identify potential impairment. In the event that the caffYing amount exceeds the fair value of the reporting unit, an impairment loss is recognized for the difference between the caffYing amount of the reporting unit and its fair value. Great Plains Energy's regulated electric utility operations are considered one reporting unit for assessment of impairment, as they are included within the same operating segment and have similar economic characteristics. The determination of fair value of the reporting unit consisted of two valuation techniques: an income approach consisting of a discounted cash flow analysis and a market approach consisting of a determination of reporting unit invested capital using market multiples derived from the historical revenue; earnings before interest, income taxes, depreciation and amortization; net utility asset values and market prices of stock of peer companies. The results of the two techniques were evaluated and weighted to determine a point within the range that management considered representative of fair value for the reporting unit. Fair value of the reporting unit exceeded the carrying amount, including goodwill; therefore, there was no impairment of goodwill.

Great Plains Energy's and KCP&L's intangible assets are included in electric utility plant on the consolidated balance sheets and are detailed in the following table.

December 31 2017 2016 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Great Plains Energy (millions)

Computer software $ 386.8 $ (251.2) $ 355.2 $ (219.1)

Asset improvements 30.3 (8.0) 28.8 (6.7)

KCP&L Computer software $ 368.7 $ (234.3) $ 338.3 $ (203.1)

Asset improvements 15.1 (2.7) 13.6 (1.8)

Great Plains Energy's and KCP&L's amortization expense related to intangible assets is detailed in the following table.

2017 2016 (millions)

Great Plains Energy $ 33.7 $ 29.1 KCP&L 32.1 25.7 The following table provides the estimated amortization expense related to Great Plains Energy's and KCP&L's intangible assets for 2018 through 2022 for the intangible assets included in the consolidated balance sheets at December 31, 2017.

2018 2019 2020 2021 2022 (millions)

Great Plains Energy $ 30.5 $ 25.7 $ 24.5 $ 20.0 $ 14.9 KCP&L 29.7 25.0 23.8 19.5 14.5 86

Table of Contents

8. ASSET RETIREMENT OBLIGATIONS AROs associated with tangible long-lived assets are legal obligations that exist under enacted laws, statutes and written or oral contracts, including obligations arising under the doctrine of promissory estoppel. These liabilities are recognized at estimated fair value as incurred with a corresponding amount capitalized as part of the cost of the related long-lived assets and depreciated over their useful lives. Accretion of the liabilities due to the passage of time is recorded to a regulatory asset and/or liability. Changes in the estimated fair values of the liabilities are rec_ognized when known. Great Plains Energy and KCP&L record the current portion of AROs within other cmTent liabilities on their consolidated balance sheets.

KCP&L has AROs related to decommissioning Wolf Creek, site remediation of its Spearville Wind Energy Facilities, asbestos abatement, removal of storage tanks and closure and post-closure of ponds and landfills containing coal combustion residuals (CCRs).

GMO has AROs related to asbestos abatement, removal of storage tanks and closure and post-closure of ponds and landfills containing CCRs.

Additionally, certain wiring used in Great Plains Energy's and KCP&L's generating stations include asbestos insulation, which would require special handling if disturbed. Due to the inability to reasonably estimate the quantities or the amount of disturbance that will be necessary during dismantlement at the end of the life of a plant, the fair value of this ARO cannot be reasonably estimated at this time.

Management will continue to monitor the obligation and will recognize a liability in the period in which sufficient information becomes available to reasonably estimate its fair value.

On April 17, 2015, the Environmental Protection Agency (EPA) published new regulations to regulate the disposal of CCRs at electric generation facilities. The CCR rule represents legal obligations of Great Plains Energy and KCP&L as to the closure and post-closure of its ponds and landfills containing CCRs. In 2016, Great Plains Energy and KCP&L revised their AROs by $42. l million and $40. l million, respectively, due to an increase in cost estimates for the closure of ponds and landfills containing CCRs at KCP&L's electric generating facilities.

The following table summarizes the change in Great Plains Energy's and KCP&L's AROs.

Great Plains Energy KCP&L 2017 2016 2017 2016 (millions)

Beginning balance $ 316.0 $ 275.9 $ 278.0 $ 239.3 Additions 1.6 1.3 Revision in timing and/or estimates (I .3) 42.1 0.3 40.l Settlements (28.5) (17.4) (25.5) (15.0)

Accretion 14.9 13.8 13.5 12.3 Total $ 301.1 $ 316.0 $ 266.3 $ 278.0 Less: current portion (38.6) (34.9)

Total noncurrent asset retirement obligation $ 262.5 $ 316.0 $ 231.4 $ 278.0 ARO settlement activity in 2017 and 2016 primarily consists of the remediation of AR Os for the closure of ponds and landfills containing CCRs at KCP&L and GMO.

9. PENSION PLANS AND OTHER EMPLOYEE BENEFITS Great Plains Energy maintains defined benefit pension plans for the majority of KCP&L's and GM O's active and inactive employees, including officers, and its 47% ownership share of Wolf Creek Nuclear Operating Corporation (WCNOC) defined benefit plans. For the majority of employees, pension benefits under these plans reflect the employees' compensation, years of service and age at retirement.

Effective in 2014, Great Plains Energy's non-union plan was closed to future employees. Great Plains Energy also provides certain post-retirement health care and life insurance benefits for substantially all retired employees ofKCP&L, GMO and it<; 47% ownership share ofWCNOC.

87

Table of Contents KCP&L and GMO record pension and post-retirement expense in accordance with rate orders from the MPSC and KCC that allow the difference between pension and post-retirement costs under GAAP and costs for ratemaking to be recognized as a regulatory asset or liability. This difference between financial and regulatory accounting methods is due to timing and will be eliminated over the life of the plans.

In 2017, Great Plains Energy incuned pension settlement charges of $15.9 million as a result of accelerated pension distributions.

The following pension benefits tables provide information relating to the funded status of all defined benefit pension plans on an aggregate basis as well as the components of net periodic benefit costs. For financial reporting purposes, the market value of plan assets is the fair value. For regulatory reporting purposes, a five-year smoothing of assets is used to determine fair value. Net periodic benefit costs reflect total plan benefit costs prior to the effects of capitalization and sharing with joint owners of power plants.

Pension Benefits Other Benefits 2017 2016 2017 2016 Change in projected benefit obligation (PBO) (millions)

PBO at January I $ 1,244.6 $ 1,154.8 $ 130.1 $ 137.5 Service cost 44.2 42.0 2.1 2.6 Interest cost 53.5 52.9 5.4 6.1 Contribution by participants 6.0 5.3 Amendments (I 0.1)

Actuarial (gain) loss 135.6 65.5 2.1 0.6 Benefits paid (36.8) (70.6) (12.5) (11.9)

Settlements and special tennination benefits (85.2)

PBO at December 3 1 $ 1,355.9 $ 1,244.6 $ 133.2 $ 130.1 Change in plan assets Fair value of plan assets at January 1 $ 776.8 $ 723.9 $ 115.6 $ 114.3 Actual return on plan assets 114.8 51.1 1.8 2.6 Contributions by employer and participants 76.9 69.8 10.4 10.2 Benefits paid (34.5) (68.0) (12.0) (11.5)

Settlements (85.6)

Fair value of plan assets at December 31 $ 848.4 $ 776.8 $ 115.8 $ 115.6 Funded statns at December 31 $ (507.5) $ (467.8) $ (17.4) $ (14.5)

Amonnts recognized in the consolidated balance sheets Non-current asset $ $ $ 12.8 $ 9.0 Current pension and other post-retirement liability (1.9) (2.2) (0.8) (0.8)

Noncurrent pension liability and other post-retirement liability (505.6) (465.6) (29.4) (22.7)

Net amount recognized before regulatory treatment (507.5) (467.8) (17.4) (14.5)

Accumulated OCI or regulatory asset/liability 492.2 476.9 (21.1) (23.6)

Net amount recognized at December 3 I $ (15.3) $ 9.1 $ (38.5) $ (38.1)

Amounts in accumulated OCI or regulatory asset/liability not yet recognized as a component of net periodic benefit cost:

Actuarial (gain) loss $ 248.9 $ 242.5 $ 2.8 $ (0.7)

Prior service cost 2.5 3.2 (8.0) *(8.0)

Other 240.8 231.2 (15.9) (14.9)

Net amount recognized at December 31 $ 492.2 $ 476.9 $ (21.1) $ (23.6) 88

*-*-**------* ***----------~---**----*-------~~-*--------*--**-***-***---,-----

Table of Contents Pension Benefits Other Benefits 2017 2016 2015 2017 2016 2015 Components of net periodic benefit costs (millions)

Setvice cost $ 44.2 $ 42.0 $ 45.3 $ 2.1 $ 2.6 $ 3.3 Interest cost 53.5 52.9 50.3 5.4 6.1 6.8 Expected return on plan assets (51.2) (49.2) (51.7) (2.6) (3.1) (2.9)

Prior setvice cost 0.7 0.7 0.8 l.2 3.1 Recognized net actuarial (gain) loss 49.7 51.8 51.4 (0.5) (l.5) 0.2 Transition obligation 0.2 Settlement and special termination benefits 16.3 Net periodic benefit costs before regulatory adjustment 113.2 98.2 96.1 4.4 5.3 10.7 Regulatory adjustment (13 .8) (4.9) (9.8) 1.9 6.0 4.4 Net periodic benefit costs 99.4 93.3 86.3 6.3 11.3 15.1 Other changes in plan assets and benefit obligations recognized in OCI or regulatory assets/liabilities Current year net (gain) loss 72.0 63.6 8.6 3.0 1.1 (20.6)

Amortization of gain (loss) (65.6) (51.8) (51.4) 0.5 1.5 (0.2)

Prior service cost (10.2) (7.0)

Amortization of prior service cost (0.7) (0.7) (0.8) (l.2) (3.1)

Amortization of transition obligation (0.2)

Other regulatory activity 9.6 4.6 4.3 (l.0) (5.4) (4.4)

Total recognized in OCI or regulatory asset/liability 15.3 15.7 (39.3) 2.5 (14.2) (35.5)

Total recognized in net periodic benefit costs and OCI or regulatory asset/liability $ 114.7 $ 109.0 $ 47.0 $ 8.8 $ (2.9) $ (20.4)

For financial reporting purposes, the estimated prior service cost and net loss for the defined benefit plans that will be amortized from accumulated other comprehensive income (OCI) or a regulatory asset into net petiodic benefit cost in 2018 are $0.7 million and $45.7 million, respectively. For financial reporting purposes, net actuarial gains and losses are recognized on a rolling five-year average basis.

For regulatory reporting purposes, net actuarial gains and losses are amortized over ten years. The estimated net gain for the other post-retirement benefit plans that will be amortized from accumulated OCI or a regulatory asset into net periodic benefit cost in 2018 is $0.2 million.

The accumulated benefit obligation (ABO) for all defined benefit pension plans was $1,169.8 million and $1,090.2 million at December 31, 2017, and 2016, respectively. Pension and other post-retirement benefit plans with the PBO, ABO or accumulated other post-retirement benefit obligation (APBO) in excess of the fair value of plan assets at year-end are detailed in the following table.

2017 2016 Pension plans ,,ith the PBO in excess of plan assets (millions)

Projected benefit obligation $ 1,355.9 $ 1,244.6 Fair value of plan assets 848.4 776.8 Pension plans with the ABO in excess of plan assets Accumulated benefit obligation $ 1,169.8 $ 1,090.2 Fairvalue ofplan assets 848.4 776.8 Other post-retirement benefit plans with the APBO in excess of plan assets Accumulated other post-retirement benefit obligation $ 11 l.6 $ 61.7 Fair value of plan assets 81.5 38.3 89

Table of Contents The GMO Supplemental Executive Retirement Plan (SERP) is reflected as an unfunded ABO of $24.0 million. Great Plains Energy has approximately $ I 4.7 million of assets in a non-qualified trust for this plan as of December 31, 2017, and expects to fund future benefit payments from these assets.

The expected long-term rate ofreturn on plan assets represents Great Plains Energy's estimate of the long-term return on plan assets and is based on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios. Assumed projected rates ofreturn for each asset class were selected after analyzing historical experience and future expectations of the returns of various asset classes. Based on the target asset allocation for each asset class, the overall expected rate of return for the portfolios was developed and adjusted for the effect of projected benefits paid from plan asseL~ and future plan contributions. The following tables provide the weighted-average assumptions used to detennine benefit obligations and net costs.

Weighted-average assumptions used to determine the benefit obligation at Pension Benefits Other Benefits December31 2017 2016 2017 2016 Discount rate 3.72% 4.31 % 3.64% 4.20%

Rate ofcompensation increase 3.62% 3.62% 3.50% 3.50%

Weighted-average assumptions used to determine net costs for years ended Pension Benefits Other Benefits December31 2017 2016 2017 2016 Discount rate 4.31% 4.54% 4.20% 4.47%

Expected long-term return on plan assets 6.73% 7.14% 2.00%

  • 2.54%
  • Rate of compensation increase 3.62% 3.62% 3.50% 3.50%
  • after tax Great Plains Energy expects to contribute $84.0 million to the pension plans in 2018 to meet Employee Retirement Income Security Act of 1974, as amended (ERISA) funding requirements and regulatory orders, the majo1ity of which is expected to be paid by KCP&L.

Great Plains Energy's funding policy is to contribute amounts sufficient to meet the ERISA funding requirements and MPSC and KCC rate orders plus additional amounts as considered appropriate; therefore, actual contributions may differ from expected contributions.

Great Plains Energy also expects to contribute $4.6 million to other post-retirement benefit plans in 2018, the majority of which is expected to be paid by KCP&L.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid through 2027.

Pension Other Benefits Benefits (miJJions) 2018 $ 79.3 $ 92 2019 82.2 9.2 2020 84.7 9.6 2021 86.0 10.1

  • 2022 86.5 10.4 2023-2027 459.9 55.6 90

Table of Contents Pension plan assets are managed in accordance with prudent investor guidelines contained in the ERISA requirements. The investment strategy supp01is the objective of the fund, which is to earn the highest possible return on plan assets within a reasonable and prudent level of risk. The portfolios are invested, and periodically rebalanced, to achieve targeted allocations of approximately 33% U.S. large cap and small cap equity securities, 21 % international equity securities, 3 6% fixed income securities, 7% real estate, l % commodities and 2% hedge funds. Fixed income securities include domestic and foreign corporate bonds, collateralized mortgage obligations and asset-backed securities, U.S. government agency, state and local obligations, U.S. Treasury notes and money market funds.

The fair values of Great Plains Energy's pension plan assets at December 31, 2017 and 2016, by asset category are in the following tables.

Fair Value Measurements Using Quoted Prices in Active Markets for Identical Significant Other Significant December 31 Assets Observable Inputs Unobservable Inputs Assets measured Description 2017 (Level 1) (Level 2) (Level 3) atNAV (millions)

Pension Plans Equity securities U.S. tal $ 279.8 $ 236.4 $ $ $ 43.4 International (bl 176.0 123.5 52.5 Real estate (cl 46.4 13.6 32.8 Commodities (dJ 17.0 17.0 Fixed income securities Fixed income funds (c) 71.8 21.4 50.4 U.S. Treasury 51.5 51.5 U.S. Agency, state and local obligations 18.3 18.3 U.S. corporate bonds (f) 1192 119.2 Foreign corporate bonds 12.5 12.5 Hedge funds lg) 15.7 15.7 Cash equivalents 35.6 35.6 Other 4.6 4.6 Total $ 848.4 $ 482.0 $ 154.6 $ $ 211.8 91

Table of Contents Fair Value Measurements Using Quoted Prices in Active Markets for Identical Significant Other Significant December 31 Assets Observable Inputs Unobservable Inputs Assets measured Description 2016 (Levell) (Level 2) (Level 3) atNAV Pension Plans (millions)

Equity securities U.S. <*l $ 247.6 $ 213.0 $ $ $ 34.6 International (b) 163.7 120.4 43.3 Real estate (c) 42.7 12.4 30.3 Commodities (dl 14.1 14.l Fixed income securities Fixed income funds (c) 65.1 20.9 44.2 U.S. Treasury 52.2 52.2 U.S. Agency, state and local obligations 17.9 17.9 U.S. corporate bonds (t) 1202 120.2 Foreign corporate bonds 9.3 9.3 Hedge funds (g) 15.6 15.6 Cash equivalents 31.7 31.7 Other (3.3) (3 .3)

Total $ 776.8 $ 450.6 $ 144.1 $ $ 182.1

<*) At December 31, 2017 and 2016, this category is comprised of$75.5 million and $128.8 million, respectively, of traded mutual funds valued at daily listed prices and $160.9 million and $84.2 million, respectively, of traded common stocks and exchange traded funds. At December 31, 2017 and 2016, this category also includes $43.4 million and

$34.6 million, respectively, of institutional common/collective trust funds valued at net asset value (NA V) per share (or its equivalent) and is not categorized in the fair value hierarchy.

(bl At December 31, 2017 and 2016, this category is comprised of $95.6 million and $92.8 million, respectively, of traded mutual funds valu~'<l at daily listed prices and $27.9 million and $27.6 million, respectively, of traded American depository receipts, global depository receipts and ordinary shares. At December 31, 2017 and 2016, this category also includes $52.5 million and $43.3 million, respectively, of institutional common/collective trust funds valued atNAV per share (or its equivalent) and is not categorized in the fair value hierarchy.

(cl At December 31, 2017 and 2016, this category is comprised of $13.6 million and $12.4 million, respectively, of traded real estate investment trusts. At December 31, 2017 and 2016, this category also includes $32.8 million and $30.3 million, respectively, of institutional common/collective trust funds and a limited partnership valued at NAV per share (or il~ equivalent) and is not categorized in the fair value hierarchy.

(dl Consists of institutional common/collective trust funds valued at NA V per share (or its equivalent) and is not categorized in the fair value hierarchy.

<*J At December 31, 2017 and 2016, this category is comprised of $21.4 million and $20.9 million, respectively, of traded mutual funds valued at daily listed prices. At December 31, 2017 and 20 I 6, this category also includes $50.4 million and $44.2 million, respectively, of institutional common/collective trust funds valued at NA V per share (or its equivalent) and is not categorized in the fair value hierarchy.

<n At December 31, 2017 and 2016, this category is comprised of$113.3 million and $115.7 million, respectively, of corporate bonds. At December 31, 2017 and 2016, there were also $3.2 million and $2.3 million, respectively, of collateraliz~'<l mortgage obligations and $2.7 million and $2.2 million, respectively, of other asset-backed securiti~'S.

<*l Consists of closely-held limited partnerships valued at NAV per share (or its equivalent) and is not categorized in the fair value hierarchy.

Other post-retirement plan assets are also managed in accordance with prudent investor guidelines contained in the ERISA requirements. The investment strategy supports the objective of the funds, which is to preserve capital, maintain sufficient liquidity and earn a consistent rate of return. Other post-retirement plan assets are invested primarily in fixed income securities, which may include domestic and foreign corporate bonds, collateralized mo1tgage obligations and asset-backed securities, U.S. government agency, state and local obligations, U.S. Treasury notes and money market funds, as well as domestic and international equity funds.

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Table of Contents The fair values of Great Plains Energy's other post-retirement plan assets at December 31, 2017 and 2016, by asset category are in the following tables.

Fair Value Measurements Using Quoted Prices in Active Markets Significant for Identical Significant Other Unobservable December 31 Assets Observable Inputs Inputs Assets measured Description 2017 (Level 1) (Level 2) (Level 3) atNAV Other Post-Retirement Benefit Plans (millions)

Equity securities $ 3.7 $ 3.7 $ $ $

Fixed income securities Fixed income fund(*) 56.4 56.4 U.S. Treasury 3.0 3.0 U.S. Agency, state and local obligations 5.5 5.5 U.S. corporate bonds(b) 18.7 18.7 Foreign corporate bonds 1.6 1.6 Cash equivalents 25.3 25.3 Mutual funds 0.2 0.2 Other 1.4 1.4 Total $ 115.8 $ 32.2 $ 27.2 $ $ 56.4 Fair Value Measurements Using Quoted Prices in Active Markets for Significant Other Significant December 31 Identical Assets Observable Inputs Unobservable Inputs Assets measured Description 2016 (Level 1) {Level 2) {Level 3) atNAV Other Post-Retirement Benefit Plans (millions)

Equity securities $ 4.1 $ 4.1 $ $ $

Fixed income securities Fixed income fundl*l 62.7 62.7 U.S. Treasury 3.9 3.9 U.S. Agency, state and local obligations 4.3 4.3 U.S. corporate bonds(bl 17.8 17.8 Foreign corporate bonds 1.6 1.6 Cash equivalents 19.5 19.5 Other 1.7 0.2 1.5 Total $ 115.6 $ 27.7 $ 25.2 $ $ 62.7 (al At December 31, 2017 and 2016, this category includes $56.4 million and $62.7 million, respectively, of an institutional common/collective trust fund valued at NA V per share (or its equivalent) and is not categorized in the fair value hierarchy.

(b) At December 31, 2017 and 2016, this category is comprised of$15.l million and $14.0 million, respectively, of corporate bonds, $0.5 million and $0.5 million, respectively, of collateralized mortgage obligations and $3. l million and $3.3 million, respectively, of other asset-backed securities.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The cost trend assumed for 2017 and 2018 was 6.5% and 6.8%, respectively, with the rate declining through 2027 to the ultimate cost trend rate of 4.5%.

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Table of Contents The effects of a one-percentage point change in the assumed health care cost trend rates, holding all other assumptions constant, at December 31, 20 l 7, are detailed in the following table.

Increase Decrease (millions)

Effect on total service and interest component $ 0.2 $ (0.2)

Effect on post-retirement benefit obligation 0.4 (0.3)

Employee Savings Plans Great Plains Energy has defined contribution savings plans (401 (k)) that cover substantially all employees. Great Plains Energy matches employee contributions, subject to limits. The annual cost of the plans was approximately $10.9 million in 20 l 7. $11.5 million in 20 l 6 and $10.6 million in 2015. KCP&L's annual cost of the plans was approximately $7.7 million in 2017, $8.0 million in 2016 and $7.9 million in 2015.

10. EQUITY COMPENSATION Great Plains Energy's Long-Term Incentive Plan is an equity compensation plan approved by Great Plains Energy's shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, restricted stock units, bonus shares, stock options, stock appreciation rights, director shares, director deferred share units, performance shares and other stock-based awards to directors, officers and other employees of Great Plains Energy and KCP&L. The maximum number of shares of Great Plains Energy common stock that can be issued under the plan is 8.0 million. Common stock shares delivered by Great Plains Energy under the Long-Term Incentive Plan may be authorized but unissued, held in the treasury or purchased on the open market (including private purchases) in accordance with applicable securities laws. Great Plains Energy expects to purchase common stock on the open market during 2018 to satisfy perfonnance share payments and director deferred share unit conversion. Forfeiture rates are based on historical forfeitures and future expectations and are reevaluated annually.

The following table summarizes Great Plains Energy's and KCP&L's equity compensation expense and the associated income tax benefit.

2017 2016 2015 Great Plains Energy (millions)

Equity compensation expense $ 6.3 $ 5.0 $ 4.0 Income tax benefit 2.4 1.6 1.4 KCP&L Equity compensation expense $ 4.2 $ 3.2 $ 2.6 Income tax benefit 1.6 1.0 0.9 Performance Shares The payment of perfonnance shares is contingent upon achievement of specific perfonnance goals over a stated period of time as approved by the Compensation and Development Committee of the Board. The number of performance shares ultimately paid can vary from the number of shares initially granted depending on Great Plains Energy's performance over stated performance periods.

Compensation expense for performance shares is calculated by recognizing the portion of the fair value for each reporting period for which the requisite service has been rendered. Dividends are accrued over the vesting period and paid in cash based on the number of perfomrnnce shares ultimately paid.

The fair value of performance share awards is estimated using the market value of the Company's stock at the valuation date and a Monte Carlo simulation technique that incorporates assumptions for inputs of expected volatilities, dividend yield and risk-free rates.

Expected volatility is based on daily stock price change during a historical period commensurate with the remaining term of the performance period of the grant. The risk-free rate is based upon the rate at the time of the evaluation for zero-coupon government bonds with a maturity consistent with the remaining performance period of the grant. The dividend yield is based on the most recent dividends paid and 94

Table of Contents the actual closing stock price on the valuation date. For shares granted in 2017, input~ for expected volatility, dividend yield and risk-free rates were 18%, 3.8% and 1.58%, respectively.

Performance share activity is summarized in the following table. Performance adjustment represents the number of shares of common stock related to perfomrnnce shares ultimately issued that can vary from the number of perfonnance shares initially granted depending on Great Plains Energy's performance over a stated period of time.

Performance Grant Date Shares Fair Value*

Beginning balance January 1, 2017 625,100 $ 28.13 Granted 236,433 31.26 Earned (212,992) 28.48 Forfeited (103,454) 29.24 Ending balance December 31, 2017 545,087 29.12

  • weighted-average At December 31, 2017, the remaining weighted-average contractual term was 1.1 years. The weighted-average grant-date fair value of shares granted was $3 1.26, $31.41 and $24.03 in 2017, 2016 and 2015, respectively. At December 31, 2017, there was $6.1 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of performance shares earned and paid was $6.1 million, $7.4 million and $0.5 million in 2017, 2016 and 2015, respectively.

Restricted Stock Restricted stock cannot be sold or otherwise transferred by the recipient prior to vesting and has a value equal to the fair market value of the shares on the issue date. Restricted stock shares vest over a stated period of time with accruing reinvested dividends subject to the same restrictions. Compensation expense, calculated by multiplying shares by the grant-date fair value related to restricted stock, is recognized over the stated vesting period. Restricted stock activity is summarized in the following table.

Nonvested Grant Date Restricted Stock Fair Value

Beginning balance January 1, 20 l 7 249,672 $ 27.20 Granted and issued 81,040 28.68 Vested (112,813) 26.92 Forfeited (25,497) 28.10 Ending balance December 31, 2017 192,402 27.87

weighted-average At December 31, 2017, the remaining weighted-average contractual term was 1.2 years. The weighted-average grant-date fair value of shares granted was $28.68, $29.41 and $25.89 in 2017, 2016 and 2015, respectively. At December 31, 2017, there was $2. l million of total unrecognized compensation expense, net of forfeiture rates, related to non vested restricted stock granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. Total fair value of shares vested was

$3.0 million, $1.8 million and $2.2 million in 2017, 2016 and 2015, respectively.

JDirector Deferred Share Units Non-employee directors receive shares of Great Plains Energy's common stock as part of their annual retainer. Each director may elect to defer receipt of their shares by receiving Director Deferred Share Units that convert to shares of Great Plains Energy's common stock at the end of January in the year after departure from the Board or such other time as elected by each director. Director Deferred Share Units have a value equal to the market value of Great Plains Energy's common stock on the grant date with accruing dividends.

Compensation expense, calculated by multiplying the director deferred share units by the related grant-date fair value, is recognized at the grant date.

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Table of Contents The total fair value of shares of Director DefetTed Share UniL~ issued was insignificant for 2017 and 2016. Director Deferred Share Units activity is summarized in the following table.

Grant Date Share Units Fair Value*

Beginning balance Janna!)' 1, 2017 138,587 $ 23.96 Issued 23,435 30.09 Converted (22,871) 21.81 Ending balance December 31, 2017 139,151 25.35

  • weighted-average
11. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT Great Plains Energy's $200 Million Revolving Credit Facility Great Plains Energy's $200 million revolving credit facility with a group of banks expires in October 2019. The facility's terms pennit transfers of unused commitments between this facility and the KCP&L and GMO facilities discussed below, with the total amount of the facility not exceeding $400 million at any one time. A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, Great Plains Energy was in compliance with this covenant. At December 31, 2017, Great Plains Energy had $11.0 million of outstanding cash borrowings at a weighted-average interest rate of 2.94% and had issued $1.0 million in letters of credit under the credit facility. At December 31, 2016, Great Plains Energy had no outstanding cash botTowings and had issued $1.0 million in letters of credit under the credit facility.

KCP&L's $600 Million Revolving Credit Facility and Commercial Paper KCP&L's $600 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2019. Great Plains Energy and KCP&L may transfer up to $200 million of unused commitments between Great Plains Energy's and KCP&L's facilities. A default by KCP&L on other indebtedness totaling more than

$50.0 million is a default under the facility. Under the terms of this facility, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, KCP&L was in compliance with this covenant. At December 31, 2017, KCP&L had $167.5 million of commercial paper outstanding at a weighted-average interest rate of 1.95%, had issued letters of credit totaling $2. 7 million and had no outstanding cash borrowings under the credit facility. At December 31, 2016, KCP&L had $132.9 million of commercial paper outstanding at a weighted-average interest rate of0.98%, had issued letters of credit totaling $2.8 million and had no outstanding cash borrowings under the credit facility.

GMO's $450 Million Revolving Credit Facility and Commercial Paper GMO's $450 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2019. Great Plains Energy and GMO may transfer up to $200 million of unused commitments between Great Plains Energy's and GMO's facilities. A default by GMO or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the tenns of this facility, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At December 31, 2017, GMO was in compliance with this covenant. At December 31, 2017, GMO had $209 .3 million of commercial paper outstanding at a weighted-average interest rate of 1.85%, had issued letters of credit totaling $2.1 million and had no outstanding cash botTowings under the credit facility. At December 31, 2016, GMO had $201.9 million of commercial paper outstanding at a weighted-average interest rate of 1.02%, had issued letters of credit totaling $1.9 million and had no outstanding cash borrowings under the credit facility.

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Table of Contents Great Plains Energy's $864.5 Million Term Loan Facility In connection with the Original Merger Agreement, Great Plains Energy entered into a commitment letter for a 364-day senior unsecured bridge term loan facility, originally for an aggregate principal amount of $8.017 billion to support the anticipated transaction and provide flexibility for the timing of long-tenn financing. Following Great Plains Energy's completed acquisition financings, the aggregate principal amount of the facility was subsequently reduced to $864.5 million and the expiration date of the facility was extended to November 30, 2017. The remaining commitment of $864.5 million was terminated in July 2017 in connection with the Amended Merger Agreement.

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Table of Contents

12. LONG-TERM DEBT Great Plains Energy's and KCP&L's long-term debt is detailed in the following table.

December 31 Year Due 2017 2016 KCP&L (millions)

General Mortgage Bonds 2.95% EIRR bonds 2023 $ 79.5 $ 110.5 7.15% Series 2009A (8.59% rate)<*> 2019 400.0 400.0 Senior Notes 5.85% Series (5.72% rate)<*l 250.0 6.375% Series (7.49% rate)'*l 2018 350.0 350.0 3.15% Series 2023 300.0 300.0 3.65% Series 2025 350.0 350.0 6.05% Series (5.78% rate)<*> 2035 250.0 250.0 5 .30% Series 2041 400.0 400.0 4.20% Series 2047 300.0 EIRRBonds 1.329% Series 2007A and 2007B(bl 2035 146.5 146.5 2.875% Series 2008 2038 23.4 23.4 Current maturities (350.0) (281.0)

Unamortized discount and debt issuance costs (17.2) (15.4)

Total KCP&L excluding current maturities(c) 2,232.2 2,284.0 Other Great Plains Energy GMO First Mortgage Bonds 9.44% Series 2018-2021 4.6 5.7 GMO Senior Notes 8.27% Series 2021 80.9 80.9 3.49% Series A 2025 125.0 125.0 4.06% Series B 2033 75.0 75.0 4.74% Series C 2043 150.0 150.0 GMO Medium Term Notes 7.33% Series 2023 3.0 3.0 7.17%Series 2023 7.0 7.0 Great Plains Energy Senior Notes 6.875% Series (7.33% rate)M 100.0 4.85% Series 2021 350.0 350.0 5 .292% Series 2022 287.5 287.5 Current maturities (I.I) (101.1)

Unamortized discount and premium, net and debt issuance costs (1.5) (1.8)

Total Great Plains Energy excluding current maturities{c) $ 3,312.6 $ 3,365.2

<*l Rate after amortizing gains/losses recognized in other comprehensive income (OCI) on settlements of interest rate hedging instruments (b) Variable rate (c) At December 3 I, 2017 and 2016, does not include $50.0 million and $21.9 million of secured Series 2005 Environmental Improvement Revenue Refunding (EIRR) bonds because the bonds were repurchased in September 2015 and are held by KCP&L 98

Table of Contents Amortization of Debt Expense Great Plains Energy's and KCP&L's amortization of debt expense is detailed in the following table.

2017 2016 2015 (millions)

KCP&L $ 3.0 $ 3.2 $ 3.0 Other Great Plains Energy 26.9 30.6 I.I Total Great Plains Energy $ 29.9 $ 33.8 $ 4.1 In 2017 and 2016, Other Great Plains Energy includes $23.6 million and $29 .6 million, respectively, of amortization of debt expense related to Great Plains Energy's bridge tenn loan facility. Fees related to this facility were amortized over the term of the facility.

KCP&L General Mortgage Bonds KCP&L has issued mortgage bonds under the Indenture. The Indenture creates a mortgage lien on substantially all ofKCP&L's utility plant. Mortgage bonds totaling $479.5 million and $510.5 million were out<;tanding at December 31, 2017 and 2016, respectively.

KCP&L repaid its $31.0 million secured Series 1992 ElRR bonds at maturity in July 2017.

KCP&L Senior Notes In June 2017, KCP&L issued, at a discount, $300.0 million of 4.20% unsecured Senior Notes, maturing in 2047. KCP&L also repaid its

$250.0 million of 5.85% unsecured Senior Notes at maturity in June 2017.

KCP&L Municipal Bond Insurance Policies KCP&L's secured Series 2005 EIRR bonds totaling $50.0 million and $21.9 million, respectively, are covered by a municipal bond insurance policy between KCP&L and Syncora Guarantee, Inc. (Syncora). The insurance agreements between KCP&L and Syncora provide for reimbursement by KCP&L for any amounts that Syncora pays under the municipal bond insurance policies. The insurance agreements contain a covenant that the indebtedness to total capitalization ratio of KCP&L and its consolidated subsidiaries will not be greater than 0.68 to 1.00. At December 31, 2017, KCP&L was in compliance with this covenant. KCP&L is also restricted from issuing additional bonds under its General Mortgage Indenture if, after giving effect to such additional bonds, the proportion of secured debt to total indebtedness would be more than 75%, or more than 50% if the long term rating for such bonds by S&P Global Ratings or Moody's Investors Service would be at or below A- or A3, respectively. The insurance agreement covering the unsecured Series 2005 EIRR bonds also required KCP&L to provide collateral to Syncora in the form of $50.0 million of Mortgage Bonds Series 2005 EIRR Insurer due 2035 for KCP&L's obligations under the insurance agreement as a result ofKCP&L issuing general mortgage bonds in 2009 (other than refunding of outstanding general m01tgage bonds) that resulted in the aggregate amount of outstanding general mortgage bonds exceeding 10% of total capitalization. The bonds are not incremental debt for KCP&L but collateralize Syncora's claim on KCP&L if Syncora was required to meet it~ obligation under the insurance agreement. In the event of a default under the insurance agreements, Syncora may take any available legal or equitable action against KCP&L, including seeking specific performance of the covenants.

GMO First Mortgage Bonds GMO has issued mortgage bonds under the General Mortgage Indenture and Deed of Trust dated April 1, 1946, as supplemented. The Indenture creates a mortgage lien on a portion of GM O's utility plant. Mortgage bonds totaling $4.6 million and $5. 7 million, respectively, were outstanding at December 31, 2017 and 2016.

GMO Senior Notes Under the terms of the note purchase agreement for GMO's Series A, B and C Senior Notes, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. In addition, GMO's priority debt, as defined in the agreement, cannot exceed 15% of consolidated tangible net worth, as defined in the agreement.

At December 31, 2017, GMO was in compliance with these covenants.

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Table of Contents Great Plains Energy Senior Notes In March 20 l 7, Great Plains Energy issued $4.3 billion of senior notes in order to fund the majority of the cash portion of the acquisition of Westar under the Original Merger Agreement.

In July 2017, as a result of the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgment that the acquisition of Westar would not close prior to November 30, 2017 and exercised its special optional redemption right to redeem the senior notes issued in March 2017. The redemption price was equal to 101 % of the principle amount of the senior notes, including accmed and unpaid interest, for a total redemption cost of$4,400.l million. As a result of the redemption, Great Plains Energy recorded a loss on extinguishment of debt of $82.8 million in July 2017.

Great Plains Energy repaid its $100.0 million of6.875% unsecured Senior Notes at maturity in September 2017.

Scheduled Maturities Great Plains Energy's and KCP&L's long-term debt maturities for the next five years are detailed in the following table.

2018 2019 2020 2021 2022 (millions)

Great Plains Energy $ 351.1 $ 401.1 $ 1.1 $ 432.0 $ 287.5 KCP&L 350.0 400.0

13. COMMON STOCK Great Plains Energy has an effective shelf registration statement for the sale of unlimited amounts of securities with the SEC that became effective in March 2015 and expires in March 20 l 8. In September 20 l 6, Great Plains Energy filed a post-effective amendment lo its shelf registration statement to register depositary shares and preference stock among the types of securities that Great Plains Energy may offer and sell. Great Plains Energy does not expect to replace this shelf registration statement prior to the closing of the anticipated merger with Westar.

In September 2016, Great Plains Energy shareholders approved an amendment to Great Plains Energy's articles of incorporation, increasing the authorized number of shares of common stock, without par value, to 600 million shares from 250 million shares.

In October 20 l 6, Great Plains Energy completed a registered public offering of 60.5 million shares of common stock, without par value, at a public offering price of $26.45 per share, for total gross proceeds of approximately $1.6 billion (net proceeds of approximately$ l.55 billion after issuance costs). Great Plains Energy planned to use proceeds from the offering to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.

Great Plains Energy has shares of common stock registered with the SEC for its Dividend Reinvestment and Direct Stock Purchase Plan.

The plan allows for the purchase of common shares by reinvesting dividends or making optional cash payments. Great Plains Energy can issue new shares or purchase shares on the open market for the p Ian. At December 31, 20 l 7, 0. 9 million shares remained available for foture issuances.

Great Plains Energy has shares of common stock registered with th(? SEC for a defined contribution savings plan (401 (k)). Shares issued under the plan may be either newly issued shares or shares purchased in the open market. At December 31, 2017, 0.5 million shares remained available for future issuances.

Treasmy shares are held for future distribution upon issuance of shares in conjunction with the Company's Long-Term Incentive Plan.

Great Plains Energy's articles of incorporation restrict the payment of common stock dividends in the event common equity is 25% or less of total capitalization. Certain conditions in the MPSC and KCC orders authorizing 100

Table of Contents the holding company structure require Great Plains Energy and KCP&L to maintain consolidated common equity ofat least 30% and 35%, respectively, of total capitalization (including only the amount of short-tenn debt in excess of the amount of construction work in progress). Under the Federal Power Act, KCP&L and GMO generally can pay dividends only out of retained earnings. The revolving credit agreements of Great Plains Energy, KCP&L and GMO and the note purchase agreement for GMO's Se1ies A, Band C Senior Notes contain a covenant requiring the respective company to maintain a consolidated indebtedness to consolidated total capitalization ratio of not more than 0.65 to 1.00 at all times. Under the Amended Merger Agreement, Great Plains Energy is also restricted from paying a quarterly common stock dividend in excess of$0.275 per share without the consent of Westar.

As of December 31, 2017, all of Great Plains Energy's and KCP&L's retained earnings and net income were free of restrictions. As a result of the above restrictions, Great Plains Energy's subsidiaries had restricted net assets of approximately $2 .8 billion as of December 31, 2017. The restrictions are not expected to affect the Companies' ability to pay dividends at the current level in the foreseeable future.

14. PREFERRED STOCK At December 31, 2017, 1.6 million shares of Cumulative No Par Preferred Stock, 390,000 shares of Cumulative Prefe1Ted Stock, $100 par value and 11.0 million shares of no par Preference Stock were authorized under Great Plains Energy's articles of incorporation.

Series A Mandatory Convertible Preferred Stock On May 29, 2016, Great Plains Energy entered into a stock purchase agreement with OMERS, pursuant to which Great Plains Energy would issue and sell to OMERS 750,000 shares of Series A Preferred Stock, for an aggregate purchase price equal to $750 million at the closing of the Original Merger Agreement.

In July 2017, as a result of the Amended Merger Agreement, Great Plains Energy and OMERS tern1inated their stock purchase agreement for the Series A Preferred Stock. As a result of this termination, Great Plains Energy recorded $15 million of previously deferred offering fees to non-operating expenses in the third quarter of 2017.

Series B Mandatory Convertible Preferred Stock In October 2016, Great Plains Energy completed a registered public offering of 17 .3 million depositary shares, each representing a I/20th interest in a share of Great Plains Energy's Series B PrefetTed Stock, without par value, at a public offering price of $50 per depositary share for total gross proceeds of $862.5 million (net proceeds of approximately $836.2 million after issuance costs). Great Plains Energy planned to use proceeds from the offering to fond a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement.

Each depositary share entitled the holder of such depositary share, through the bank depositary, to a 1120th interest in the rights and preferences of the Series B Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement.

Unless previously converted or redeemed, on or around September 15, 2019, each outstanding share of Series 8 Preferred Stock would automatically convert into a number of shares of Great Plains Energy common stock equal to a conversion rate.

Dividends on the Series 8 Preferred Stock were payable on a cumulative basis when, as and if declared by Great Plains Energy's Board of Directors, and subject to Missouri law, at an annual rate of 7 .00% on the liquidation preference of $1,000 per share of Series B Preferred Stock (or $50 per depositary share), payable in cash, Great Plains Energy common stock or a combination thereof.

Great Plains Energy's Series B Preferred Stock also contained an acquisition termination redemption option whereby in the event that the Original Merger Agreement was tenninated or if Great Plains Energy determined in its reasonable judgment that the acquisition of Westar would not close or if the acquisition of Westar had not closed by November 30, 2017, then Great Plains Energy could at its sole option (but was not required to) redeem all of the Series B Preferred Stock. If exercised, the redemption price would be equal to either:

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Table of Contents (a) $1,000 per share plus accumulated and unpaid dividends up to the redemption date; or (b) if the average price of Great Plains Energy's common stock exceeded a certain threshold amount, then a repurchase price that is equal to a make-whole fonnula.

The Series B Prefen-ed Stock also contained a fondamental change conversion option whereby upon the occurrence of certain events deemed to be a fundamental change, including an acquisition, liquidation, or delisting of Great Plains Energy common stock, holders of the Series 8 Prefen-ed Stock could:

(a) convert their existing shares into shares of Great Plains Energy common stock; and (b) receive a dividend make-whole payment.

As a result of the Amended Merger Agreement, Great Plains Energy determined in its reasonable judgment that the acquisition of Westar under the Original Merger Agreement would not close and exercised its acquisition termination redemption option and redeemed the Series B PrefetTed Stock in August 2017. The Series B Preferred Stock was redeemed at a redemption price that was equal to a make-whole formula set forth in the terms of the Series B Preferred Stock. The total cost of the redemption was $963.4 million.

Great Plains Energy made the entire redemption payment in cash.

The dividend make-whole provisions within both the acquisition termination redemption and fundamental change conversion options discussed above represented embedded derivatives that in accordance with GAAP. were accounted for on a combined basis separately from the Series 8 Preferred Stock and reported at fair value. The fair value of the Series B Prefen-ed Stock dividend make-whole provisions at inception and December 31, 2016 was insignificant. As part of the $963.4 million redemption of the Series 8 Preferred Stock, the Series B Prefen-ed Stock dividend make-whole provisions liability was settled in August 2017. In 2017, Great Plains Energy recognized a loss of $124.8 million for the settlement of these provisions, which is recorded within loss on Series B Preferred Stock dividend make-whole provisions on the consolidated statements of comprehensive income (loss).

Great Plains Energy also recognized a redemption premium of $2.4 million in connection with the redemption of the Series 8 Preferred Stock in 2017. This premium is represented as the difference between the redemption cost of$963.4 million and the $836.2 million carrying value of the Series B Preferred Stock, less the $124.8 million paid to settle the Series B Preferred Stock dividend make-whole provisions. The redemption premium is recorded as a reduction to earnings (loss) available for common shareholders and is recorded within preferred stock dividend requirements and redemption premium on the consolidated statements of comprehensive income (loss).

15. COMMITMENTS AND CONTINGENCIES Environmental Matters Great Plains Energy and KCP&L are subject to extensive federal, state and local environmental laws, regulations and permit requirements relating to air and water quality, waste management and disposal, natural resources and health and safety. In addition to imposing continuing compliance obligations and remediation costs, these laws, regulations and pe1111its authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. The cost of complying with cun-ent and future environmental requirements is expected to be material to Great Plains Energy and KCP&L. Failure to comply with environmental requirements or to timely recover environmental costs through rates could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.

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Table of Contents Great Plains Energy's and KCP&L's current estimates of capital expenditures (exclusive of AFUDC and property taxes) over the next five years to comply with environmental regulations are in the following table. The total cost of compliance with any existing, proposed or future laws and regulations may be significantly different from these cost estimates provided.

2018 2019 2020 2021 2022 (millions)

Great Plains Energy $ 14.6 $ 2.8 $ 7.7 $ 20.1 $ 63.1 KCP&L 14.5 2.8 7.7 20.1 63.1 The Companies expect to seek recovery of the costs associated with environmental requirements through rate increases; however, there can be no assurance that such rate increases would be granted. The Companies may be subject to materially adverse rate treatment in response to competitive, economic, political, legislative or regulatory factors and/or public perception of the Companies' environmental reputation.

The following discussion groups environmental and certain associated matters into the broad categories of air and climate change, water, solid waste and remediation.

Clean Air Act a11d Climate Change Overview The Clean Air Act Amendments of 1990 (Clean Air Act) and associated regulations enacted by the EPA form a comprehensive program to preserve and enhance air quality. States are required to establish regulations and programs to address all requirements of the Clean Air Act and have the flexibility to enact more stringent requirements. All of Great Plains Energy's and KCP&L's generating facilities, and certain of their other facilities, are subject to the Clean Air Act.

Climate Change The Companies' current generation capacity is primaiily coal-fired and is estimated to produce about one ton of carbon dioxide (CO 2 ) per MWh, or approximately 17 million tons and 13 million tons per year for Great Plains Energy and KCP&L, respectively. The Companies are subject to existing greenhouse gas reporting regulations and certain greenhouse gas requirements. Federal or state legislation concerning the reduction of emissions of greenhouse gases, including CO 2 , could be enacted in the future. At the international level, the Paris Agreement was adopted in December 2015 by nearly 200 countries and became effective in November 2016. The Paris Agreement does not result in any new, legally binding obligations on the U.S. to meet a particular greenhouse gas emissions target, but establishes a framework for international cooperation on climate change. In June 2017, U.S. President Donald Trump announced the U.S. would withdraw from the Paris Agreement. Under the rules of the Paris Agreement, the earliest any country can withdraw is November 2020. Other international agreements legally binding on the U.S. may be reached in the future. Greenhouse gas legislation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until such legislation is passed. In the absence of new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act.

In August 201-S, the EPA finalized CO2 emission standards for new, modified and reconstructed affected fossil-fuel-fired elecltic utility generating units. The standards would not apply to Great Plains Energy's and KCP&L's existing unit<; unless the units were modified or reconstructed in the future. Also in August 2015, the EPA finalized its Clean Power Plan which sets CO 2 emission performance rates for existing affected fossil-fuel-fired electric generating units. Nationwide, by 2030, the EPA projects the Clean Power Plan would achieve CO2 emission reductions from the power sector of approximately 32% from CO 2 emission levels in 2005.

In February 2016, the U.S. Supreme Court granted a stay of the Clean Power Plan putting the rule on hold pending review in the U.S. Court of Appeals for the District of Columbia Circuit and any subsequent review by the U.S. Supreme Court if such review is sought. In October 2017, the EPA proposed to repeal 103

Table of Contents the Clean Power Plan on the basis that it exceeded the EPA's statutory authority. In December 2017, the EPA issued an advance notice of proposed rulemaking (ANPRM) to solicit comments as the agency considers proposing a future rule to replace the Clean Power Plan. In the ANPRM, the EPA is considering proposing emission guidelines to limit greenhouse gas emissions from existing electric utility generating units. Compliance with the Clean Power Plan or any replacement rule has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L; however, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until the outcome of the EPA's proposal to repeal the Clean Power Plan and pending litigation is known.

Clean Water Act The Clean Water Act and associated regulations enacted by the EPA forn1 a comprehensive program to restore and preserve water quality. Like the Clean Air Act, states are required to establish regulations and programs to address all requirements of the Clean Water Act, and have the flexibility to enact more stringent requirements. All of Great Plains Energy's and KCP&L's generating facilities, and ce1iain of their other facilities, are subject to the Clean Water Act.

In May 2014, the EPA finalized regulations pursuant to Section 3 l 6(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement. KCP&L generation facilities with cooling water intake structures are subject to the best technology available standards based on studies completed to comply with such standards. The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment). Estimated costs to comply with Section 3 l 6(b) of the Clean Water Act are included in the estimated capital expenditures table above.

KCP&L holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station. The pennit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River. KCP&L has applied for a renewal of this pern1it and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. Great Plains Energy and KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require a reduction in generation, installation of cooling towers or other technology to cool the water, or both, any of which could have a significant impact on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.

Solid Waste Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations. In December 2014, the EPA finalized regulations to regulate coal combustion residuals (CCRs) under the Resource Conservation and Recovery Act (RCRA) subtitle D to address the risks from the disposal ofCCRs generated from the combustion of coal at electric generating facilities. The Companies use coal in generating electricity and dispose of the CCRs in both on-site facilities and facilities owned by third paiiies. KCP&L's Iatan, La Cygne, and Montrose Stations and GMO's Sibley Station have on-site facilities affected by the rule. l11e mle requires periodic assessments; groundwater monitoring; location restrictions; design and operating requirements; recordkeeping and notifications; and closure, among other requirements, for CCR units. The rule was promulgated in the Federal Register on April 17, 2015, and became effective six months after promulgation with various obligations effective at specified times within the rule. Estimated capital costs to comply with the CCR rule are included in the estimated capital expenditures table above. Certain requirements of the rule would require Great Plains Energy or KCP&L to expedite or incur additional capital expenditures in the future.

Great Plains Energy and KCP&L have AROs on their balance sheets for closure and post-closure of ponds and landfills containing CCRs. Certain requirements of the rule could in the future require further evaluation of the expected method of compliance and refinement of assumptions underlying the cost estimates for closure and post-closure. Great Plains Energy's and KCP&L's AROs could increase from the amounts presently recorded.

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Table of Contents Remediation Certain federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA),

hold current and previous owners or operators of contaminated facilities and persons who arranged for the disposal or treatment of hazardous substances liable for the cost of investigation and cleanup. CERCLA and other laws also authorize the EPA and other agencies to issue orders compelling potentially responsible parties to clean up sites that are detennined to present an actual or potential threat to human health or the environment. GMO retains some environmental liability for several operations and investments it no longer owns. In addition, GMO also owns, or has acquired liabilities from companies that once owned or operated, former manufactured gas plant (MGP) sites, which are subject to the supervision of the EPA and various state environmental agencies.

At December 31, 2017 and 2016, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site. The amount accrued was established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which the accrued amount may be paid.

In addition to the $0.3 million accrual above, at December 31, 2017 and 2016, Great Plains Energy had $1.5 million and $1.4 million, respectively, accrued for the future investigation and remediation of certain additional GMO identified MGP sites and retained liabilities. This estimate was based upon review of the potential costs associated with conducting investigative and remedial actions at identified sites, as well as the likelihood of whether such actions will be necessary. This estimate could change materially after further investigation, and could also be affected by the actions of environmental agencies and the financial viability of other potentially responsible parties; however, given the uncertainty of these items the possible loss or range of loss in excess of the amount accrued is not estimable.

GMO has pursued recovery ofremediation costs from insurance carriers and other potentially responsible parties. As a result of a settlement with an insurance carrier, approximately $1.6 million in insurance proceeds less an annual deductible is available to GMO to recover qualified MGP remediation expenses. GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted.

Contractual Commitments Great Plains Energy's and KCP&L's expenses related to lease commitments are detailed in the following table.

2017 2016 2015 (millions)

Great Plains Energy $ 14.2 $ 15.0 $ 16.8 KCP&L 13.l 13.7 15.0 Great Plains Energy's and KCP&L's contractual commitments at December 31, 2017, excluding pensions and long-term debt, are detailed in the following tables.

Great P/ai11.~ E11ergy 2018 2019 2020 2021 2022 After 2022 Total Lease commitments (millions)

Operating lease $ 12.1 $ 9.3 $ 9.7 $ 9.7 $ 9.5 $ 101.0 $ 151.3 Capital lease 0.4 0.4 0.4 0.4 0.4 2.7 4.7 Purchase commitments Fuel 210.4 180.1 67.3 5.1 37.4 80.7 581.0 Power 47.3 47.3 47.3 47.4 47.6 414.6 651.5 Other 20.9 14.7 6.7 5.5 2.4 35.9 86.1 Total contractual commitments $ 291.l $ 251.8 $ 131.4 $ 68.1 $ 97.3 $ 634.9 $ 1,474.6 105

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Table of Contents KCP&L 2018 2019 2020 2021 2022 After 2022 Total Lease commitments (millions)

Operating lease $ 11.3 $ 9.3 $ 9.7 $ 9.7 $ 9.5 $ 101.0 $ 150.5 Capital lease 0.2 0.2 0.2 0.2 0.2 1.4 2.4 Purchase commitments Fuel 177.5 159.8 51.8 5.1 37.4 80.7 512.3 Power 34.8 34.8 34.8 34.9 35.1 289.8 464.2 Other 20.0 12.7 5.8 4.6 1.6 31.4 76.l Total contractual commitments $ 243.8 $ 216.8 $ 102.3 $ 54.5 $ 83.8 $ 504.3 $ 1,205.5 Great Plains Energy's and KCP&L's lease commitments end in 2048. Operating lease commitments include rail cars to serve jointly-owned generating units where KCP&L is the managing partner. Of the amounts included in the table above, KCP&L will be reimbursed by the other owners for approximately $1.2 million in 2018 and approximately $0.4 million per year from 2019 to 2025, for a total of

$4.0 million.

Fuel commitments consist of commitments for nuclear fuel, coal and coal transportation. Power commitments consist of commitments for renewable energy under power purchase agreement~. Other represents individual commitments entered into in the ordinary course of business.

16. LEGAL PROCEEDINGS GMO Western Energy Crisis ln response lo complaints of excessive prices in the California energy markets, FERC issued an order in July 2001 requiring net sellers of power in the California markets from October 2, 2000, through June 20, 200 l, at prices above a FERC-determined competitive market clearing price, to make refunds to net purchasers of power in the California market during that time period. MPS Merchant was a net purchaser of power during the refund period.

In November 2014, FERC issued an order finding that MPS Merchant engaged in tariff violations during the periods prior to October 2, 2000 (the Summer Period) and ordered refunds in the form of disgorgement of certain revenues. In November 2015 and February 2016, FERC issued additional orders regarding the refunds MPS Merchant owed.

In October 2016, MPS Merchant reached a settlement agreement, which was subsequently revised in February 201 7, with certain California utilities and governmental agencies that would settle all issues in the case in exchange for $7.5 million of cash consideration as well as MPS Merchant's interest in additional funds it was entitled to during the refund period discussed above. In September 2017, the settlement agreement was approved by FERC and the settlement payment was made by MPS Merchant in October 2017. In accordance with the terms of the settlement agreement, the $7 .5 million of cash consideration accrued interest at the FERC interest rate beginning on January 1, 2017, until the date of the payment of the settlement. At December 31, 2016, Great Plains Energy had accrued for the cash consideration pursuant to the settlement agreement.

17. GUARANTEES In the ordinary course of business, Great Plains Energy and certain of its subsidiaries enter into various agreement~ providing financial or perfomrnnce assurance to third parties on behalf of certain subsidiaries. Such agreements include, for example, guarantees and letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiary's intended business purposes. The majority of these agreements guarantee the Company's own future perfmmance, so a liability for the fair value of the obligation is not recorded.

106

Table of Contents At December 31, 2017, Great Plains Energy has provided $133.5 million of credit support for GMO as follows:

Great Plains Energy direct guarantees to GMO counterparties tot1ling $38.0 million, which expire in 2018 and Great Plains Energy guarantee of GMO long-term debt totaling $95.5 million, which includes debt with maturity dates ranging from 2018 to 2023.

Great Plains Energy has also guaranteed GMO's commercial paper program. At December 31, 2017, GMO had $209.3 million commercial paper outstanding.

18. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS KCP&L employees manage GMO's business and operate its facilities at cost, including GMO's 18% ownership interest in KCP&L's Iatan Nos. 1 and 2. The operating expenses and capital costs billed from KCP&L to GMO were $196.3 million for 2017, $194.4 million for2016 and $183.6 million for 2015.

KCP&L and GMO are also authorized to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO from Great Plains Energy and between KCP&L and GMO. At December 31, 2017 and 2016, KCP&L had no outstanding receivables or payables under the money pool.

The following table summarizes KCP&L's related party net receivables.

December 31 2017 2016 (millions)

Net receivable from GMO $ 65.8 $ 64.6 Net receivable from Great Plains Energy 18.9 2.6

19. FAIR VALUE MEASUREMENTS GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad categories, giving the highest priority to quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. A definition of the various levels, as well as discussion of the various measurements within the levels, is as follows:

Level 1 - Unadjusted quoted prices for identical assets or liabilities in active markets that Great Plains Energy and KCP&L have access to at the measurement date.

Level 2 - Market-based inputs for assets or liabilities that are observable (either directly or indirectly) or inputs that are not observable but are corroborated by market data.

Level 3 - Unobservable inputs, reflecting Great Plains Energy's and KCP&L's own assumptions about the assumptions market participants would use in pricing the asset or liability.

Great Plains Energy and KCP&L record cash and cash equivalents and short-tenn borrowings on the balance sheet at cost, which approximates fair value due to the short-term nature of these instmments.

107

Table of Contents Interest Rate Derivatives In June 2016, Great Plains Energy entered into four interest rate swaps, with a total notional amount of $4.4 billion, to hedge against interest rate fluctuations on foture issuances of long-term debt expected to be issued to finance a portion of the cash consideration for the acquisition of Westar under the Original Merger Agreement. The interest rate swaps were designated as economic hedges (non-hedging derivatives). Settlement of the interest rate swaps was contingent on the consummation of the acquisition of Westar. In March 2017, in connection with Great Plains Energy's $4.3 billion senior note issuance, the settlement value of the interest rate swaps to Great Plains Energy of$ l 40.6 million was fixed.

In July 20 l 7, the interest rate swap agreements were amended to make their cash settlement contingent on the consummation of the anticipated merger with Westar under the Amended Merger Agreement by November 30, 2018. Also in July 2017, Great Plains Energy redeemed its $4.3 billion senior notes that the interest rate swaps were entered into to hedge.

The fair value oftbe interest rate swaps recorded on Great Plains Energy's balance sheets reflects a contingency factor that management believes is representative of what a market participant would use in valuing these instruments in order to account for the contingent nature of the cash settlement of the interest rate swaps. The contingency factor was 0.35 at December 31, 2017 and 2016. At December 31, 2017 and 2016, the fair value of the interest rate swaps was $91.4 million and $79.3 million, respectively, and was recorded on the consolidated balance sheets in interest rate derivative instruments.

Due to the redemption of Great Plains Energy's $4.3 billion senior notes in July 2017 and the fact that the interest rate swaps no longer serve as economic hedges, Great Plains Energy recorded changes in the fair value of the interest rate swaps after July 2017 in non-operating income on Great Plains Energy's consolidated statements of comprehensive income (loss). All changes in the fair value of the interest rate swaps prior to July 2017 were recorded in interest charges. For 2017 and 20 l 6, Great Plains Energy recognized gains of

$12.1 million and $79 .3 million, respectively, for the change in fair value of the interest rate swaps. Of these amounts, $14.0 million of gains were recorded in non-operating income in 2017.

Fair Value of Long-Term Debt Great Plains Energy and KCP&L record long-term debt on the balance sheet at amortized cost. The fair value of long-tem1 debt is measured as a Level 2 liability and is based on quoted market prices, with the incremental borrowing rate for similar debt used to determine fair value if quoted market prices are not available. At December 31, 2017, the book value and fair value of Great Plains Energy's long-tem1 debt, including current maturities, were $3 .7 billion and $4.0 billion, respectively. At December 31, 2016, the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3 .8 billion and $4.0 billion, respectively. At December 31, 2017, the book value and fair value of KCP&L's long-term debt, including current maturities, were $2.6 billion and $2.8 billion, respectively. At December 31, 2016, the book value and fair value of KCP&L's long-tem1 debt, including current maturities, were $2.6 billion and $2. 7 billion, respectively.

Supplemental Executive Retirement Plan At December 31, 2017 and 2016, GMO's SERP rabbi trusts included $14.7 million and $16.0 million, respectively, of fixed income funds valued at net asset value per share (or its equivalent) that are not categorized in the fair value hierarchy. The fixed income fund invests primarily in intermediate and long-term debt securities, can be redeemed immediately and is not subject to any restrictions on redemptions.

108

Table of Contents The following tables include Great Plains Energy's and KCP&L's balances of financial assets and liabilities measured at fair value on a recurring basis.

December 31 Description 2017 Level I Level2 Levcl3 KCP&L (millions)

Assets Nuclear decommissioning trust (a)

Equity securities $ 183.8 $ 183.8 $ $

Debt securities U.S. Treasury 35.3 35.3 U.S. Agency 0.4 0.4 State and local obligations 2.1 2.1 Corporate bonds 34.1 34.1 Foreign governments 0.1 0.1 Cash equivalents 2.5 2.5 Other 0.1 0.1 Total nuclear decommissioning trust 258.4 221.7 36.7 Self-insured health plan trust (bl Equity securities 0.5 0.5 Debt securities 2.7 0.3 2.4 Cash and cash equivalents 7.7 7.7 Total self-insured health plan trust 10.9 8.5 2.4 Total $ 269.3 $ 230.2 $ 39.1 $

Other Great Plains Energy Asset~

Interest rate derivative instruments (c) $ 91.4 $ $ $ 91.4 Total $ 91.4 $ $ $ 91.4 Great Plains Energy Assets Nuclear decommissioning trust<*> $ 258.4 $ 221.7 $ 36.7 $

Self-insured health plan trust (bl 10.9 8.5 2.4 Interest rate derivative instruments (cl 91.4 91.4 Total $ 360.7 $ 230.2 $ 39.l $ 91.4 109

Table of Contents December 31 Description 2016 Level 1 Level 2 Level3 KCP&L (millions)

Assets Nuclear decommissioning trust (al Equity securities $ 153.9 $ 153.9 $ $

Debt securities U.S. Treasury 27.8 27.8 U.S. Agency 1.7 1.7 State and local obligations 3.2 3.2 Corporate bonds 32.4 32.4 Foreign governments 0.1 0.1 Cash equivalent~ 3.8 3.8 Total nuclear decommissioning trust 222.9 185.5 37.4 Self-insured health plan trust CbJ Equity securities 0.9 0.9 Debt Sl'Curities 4.8 0.1 4.7 Cash and cash equivalents 5.6 5.6 Total self-insured health plan trust 11.3 6.6 4.7 Total $ 234.2 $ 192.l $ 42.1 $

Other Great Plains Energy Assets Interest rate derivative instruments (cl $ 79.3 $ $ $ 79.3 Total $ 79.3 $ $ $ 79.3 Great Plains Energy Assel~

Nuclear decommissioning trust (al $ 222.9 $ 185.5 $ 37.4 $

Self-insured health plan trust (bJ 11.3 6.6 4.7 Interest rate derivative instruments (c) 79.3 79.3 Total $ 313.5 $ 192.1 $ 42.l $ 79.3 (al Fair value is based on quoted market prices of the investmenl~ held by the fund and/or valuation models.

(bl Fair value is based on quoted market prices of the investments held by the trust. Debt securities classified as Level l 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.

CcJ At December 31, 2017, the fair value of interest rate derivative instruments is ba~ed on the settlement value of $140.6 million discounted by a contingency factor of 0.35 that management believes is representative of what a market participant would use in valuing these instruments in order to account for the contingent nature of the cash settlement of these instruments. At December 31, 2016, the fair value of interest rate derivative instruments is determined by calculating the net present value of expected payments and receipl~ under the interest rate swaps using observable market inputs including interest rates and London Interbank Offered Rate swap rates discountl'Cl by a contingency factor of 0.35. A decrease in the contingency factor would result in a higher fair value measurement. The contingency factor will increase or decrease in response to facts and circumstances that in the view of a market participant, would increase or decrease the likelihood that the merger with Westar is not consummated. Because of the unobservable nature of the contingency factor, the interest rate derivatives have been classified as Level 3.

110

Table of Contents The following table reconciles the beginning and ending balances for all Level 3 assets measured at fair value on a recurring basis.

Great Plains Enel'gy Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Derivative Instruments 2017 2016 (millions)

Net asset at January 1 $ 79.3 $

Total realized/unrealized gains (losses):

included in interest charges (1.9) 79.3 included in non-operating income 14.0 included in loss on Series B Preferred Stock dividend make-whole provisions (124.8)

Settlements 124.8 Net asset at December 3 I $ 91.4 $ 79.3 Total unrealized gains (losses) relating to assets still on the consolidated balance sheet at December 31:

included in interest charges $ (1.9) $ 79.3 included in non-operating income $ 14.0 $

See Note 14 for additional information concerning the Series B Preferred Stock dividend make-whole provisions.

20. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables reflect the change in the balances of each component of accumulated other comprehensive income (loss) for Great Plains Energy and KCP&L.

Great Plains Enel'gy Gains and Losses on Cash Flow Defined Benefit Hedges<*) Pension Items<*) Total(*!

(~llions) 2017 Beginning balance Januaiy I $ (4.5) $ (2.1) $ (6.6)

Other comprehensive loss before reclassification (0.9) (0.9)

Amounts reclassified from accumulated other comprehensive loss 4.9 0.4 5.3 Net current period other comprehensive income (loss) 4.9 (0.5) 4.4 Ending balance December 31 $ 0.4 $ (2.6) $ (2.2) 2016 Beginning balance Januaiy 1 $ (10.1) $ (1.9) $ (12.0)

Other comprehensive loss before reclassifications (0.7) (0.7)

Amounts reclassified from accumulated other comprehensive loss 5.6 0.5 6.1 Net current period other comprehensive income (loss) 5.6 (0.2) 5.4 Ending balance December 31 $ (4.5) $ (2.1) $ (6.6)

(a) Net of tax 111

Table of Contents KCP&L Gains and Losses on Cash Flow Hedges<*J (millions) 2017 Beginning balance January I $ (4.2)

Amounts reclassified from accumulated other comprehensive loss 4.6 Net current period other cqmprehensive income 4.6 Ending balance December 31 $ 0.4 2016 Beginning balance Januart I $ (9.6)

Amounts reclassified from accupiulated other comprehensive lo~s*. 5.4 Net current period other comprehensive income 5.4 Ending balance December 31 *.$ (4.2)

(al Net of tax The following tables reflect the effect on certain line items of net income from amounts reclassified out of each component of accumulated other comprehensive income (loss) for Grnat Plains Energy and KCP&L.

Great Plaills E11ergy Amount Reclassified from Details about Accumulated Other Comprehensive Loss Accnmulatcd Other Components Comprehensive Loss Affected Line Item in the Income Statement 2017 2016 (millions)

Gains (losses) on cash flow hedges (effective portion)

Interest rate contracts $ (7.9) $ (9.2) Interest charges Income before income tax expense and income from (7.9) (9.2) equity investments 3.0 3.6 Income tax benefit

$ (4.9) $ (5.6) Net income (loss)

Amortization of defined benefit pension items Net losses included in net periodic benefit costs $ (0.7) $ (0.8) Utility operating and maintenance expenses Income before income tax expense and income from.

(0.7) (0.8) equity investments 0.3 0.3 Income tax benefit

$ (0.4) $ (0.5) Net income (loss)

Total reclassifications, net of tax $ (5 .3) $ (6.1) Net income (loss) 112

Table of Contents KCP&L Amount Reclassified from Accumulated Other Details about Accumulated Other Comprehensive Loss Comprehensive Income Components (Loss) Affected Line Item in the Income Statement 2017 2016 (millions)

Gains (losses) on cash flow hedges (effective portion)

Interest rate contracts $ (7.5) $ (8.8) Interest charges (7 .5) (8.8) Income before income tax expense 2.9 3.4 Income tax benefit Total reclassifications, net of tax -----------

$ (4.6) $ (5.4) Net income

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

Great Plains Energy 2017 2016 2015 Current income taxes (millions)

Federal $ (1.7) $ 0.3 $ (0.2)

State 1.0 0.7 (1.1)

Total (0.7) 1.0 (1.3)

Deferred income taxes Federal 223.5 140.6 96.9 State 11.9 29.5 28.0 Total 235.4 170.1 124.9 Investment tax credit Deferral

  • 2.5 0.5 Amortization (1.4) (1.4) (1.4)

Total (1.4) 1.1 (0.9)

Income tax expense $ 233.3 $ 172.2 $ 122.7 Great Plains Energy's 2017 federal deferred income tax expense includes $130.3 million of additional income tax expense due to the impacts of U.S. federal income tax reform, discussed further below.

KCP&L 2017 2016 2015 Current income taxes (millions)

Federal* $ 37.4 $ 24.8 $ (18.7)

State 8.3 4.7 (3.4)

Total 45.7 29.5 (22.1)

Deferred income taxes Federal 74.7 76.4 81.9 .

State 8.8 17.0 17.5 Total 83.5 93.4 99.4

  • Investment tax credit Deferral 0.5 Amortization (1.0) (1.0) (1.0)

Total (1.0) (1.0) (0.5)

Income tax expense $ 128.2 $ 121.9 $ 76.8 113

Table of Contents Effective Income Tax Rates Effective income tax rates reflected in the financial statements and the reasons for their differences from the statutory federal rates are detailed in the following tables.

Great Plains Energy 2017 2016 2015 Federal statutory income tax rate 35.0% 35.0% 35.0%

Differences between book and tax depreciation not nonnalized 0.1 (0.1)

Amortization of investment tax credits (1.1) (0.3) (0.4)

Federal income tax credits (5.8) (2.6) (4.1)

State income taxes 8.3 4.2 4.0 Transaction-related costs 42.5 0.9 Valuation allowance 8.9 1.5 Federal tax rate change 95.3 Other 0.3 0.2 0.5 Effective income tax rate 183.5 % 37.3% 36.5%

The increase in Great Plains Energy's effective income tax rate for 2017 is driven by significant transaction-related costs incuJTed in connection with the anticipated merger with Westar that are not deductible for tax purposes and the impacts of U.S. federal income tax reform, discussed further below.

KCP&L 2017 2016 2015

.Federal statutory income tax rate 35.0% 35.0% 35.0%

Differences between book and tax depreciation not nonnalized (0.1) (0.3)

Amortization of investment tax credits (0.3) (0.3) (0.5)

Federal income tax credits (2.4) (3 .1) (5.6)

State income taxes 3.8 4.1 4.0 Valuation allowance 0.4 0.3 Federal tax rate change 5.3 Other (0.1) (0.2) 0.3 Effective income tax rate 41.6 % 35.2% 33.5 %

114

Table of Contents Deferred Income Taxes The tax effects of major temporary differences resulting in defeITed income tax assets (liabilities) in the consolidated balance sheets are in the following tables.

Great Plains Energy KCP&L December 31 2017 2016 2017 2016 Noncurrent deferred income taxes (millions)

Plant related $ (1,549.0) $ (2,107.6) $ (1,114.9) $ (1,492.2)

Income taxes on future regulatory refunds (recoveries) 236.0 (148.7) 179.1 (123.9)

Derivative instrnments (19.2) (17.0) 1.6 8.5 Pension and post-retirement benefits 9.4 10.5 28.6 38.6 80:i emission allowance sales 14.9 24.l 15.0 24.l Fuel recovery mechanisms (17 .9) (22.3) (15.9) (27 .2)

Tax credit carryforwards 279.8 271.1 185.8 177.4 Customer demand programs (17.4) (34.3) (11.7) (21.8)

Solar rebates (15.2) (27.3) (5.8) (11.4)

Net operating loss carryforward 473.0 718.0 131.2 198.3 Other 6.9 20.2 (9.1) 1.3 Net noncurrent deferred income tax liability before valuation allowance (598.7) (1,313.3) (616.1) (1,228.3)

Valuation allowance (23.0) (16.4)

Net noncurrent deferred income tax liability $ (621.7) $ (1,329.7) $ (616.1) $ (1,228.3)

Great Plains Energy KCP&L December 31 2017 2016 2017 2016 (millions)

Gross deferred income tax assets $ 2,017.4 $ 1,360.9 $ 1,261.5 $ 747.7 Gross deferred income tax liabilities (2,639.1) (2,690.6) (1,877.6) (1,976.0)

Net deferred income tax liability $ (621.7) $ (1,329.7) $ (616.1) $ (1,228.3)

Tax Credit Carryforwards At December 3 l, 2017 and 2016, Great Plains Energy had $191.0 million and $183 .5 million, respectively, of federal general business income tax credit carryforwards. At December 31, 20 l 7 and 2016, KCP&L had $184.6 million and $177.4 million, respectively, of federal general business income tax credit carryforwards. The carryforwards for both Great Plains Energy and KCP&L relate primarily to Advanced Coal Investment Tax Credits and Wind Production tax credits and expire in the years 2028 to 2037. Approximately $0.5 million of Great Plains Energy's credits are related to Low Income Housing credits that were acquired in the GMO acquisition. Due to federal limitations on the utilization of income tax attributes acquired in the GMO acquisition, management expects a portion of these credits to expire unutilized and has provided a valuation allowance against $0.4 million of the federal income tax benefit.

At December 31, 2017 and 2016, Great Plains Energy had $87.6 million of federal alternative minimum tax credit carryforwards, all of which were acquired in the GMO acquisition. These credits do not expire and can be used to reduce taxes paid in the future or become refundable starting in 2018. Due to potential federal budget sequestration reductions for refundable income tax credits, management expects a portion of these credits will not be refunded and has provided a valuation allowance against $5.8 million of the federal income tax benefit.

At December 31, 2017, Great Plains Energy and KCP&L had $1.2 million of state income tax credit carryforwards. The state income tax credits relate primarily to the Company's Kansas research and development tax credits, which do not expire.

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Table of Contents Net Operating Loss Carryforwards At December 31, 2017 and 2016, Great Plains Energy had $382.0 million and $643.8 million, respectively, of tax benefits related to federal net operating loss (NOL) carryforwards. Approximately $179.3 million and $306.2 million at December 31, 2017 and 2016, respectively, are tax benefits related to NOLs that were acquired in the GMO acquisition. The federal NOL carryforwards expire in years 2023 to 2036. The year of origin of Great Plains Energy's related tax benefit amounts for federal NOL carryforwards as of December 31, 2017 are detailed in the following table.

Amount of Year of Origin Benefit (millions) 2003 $ 9.5 2004 91.4 2005 44.4 2006 32.0 2007 0.8 2008 1.4 2009 21.9 2010 2.5 2011 65.3 2012 0.2 2013 0.8 2014 52.0 2015 59.2 2016 0.6

$ 382.0 In addition, Great Plains Energy also had deferred tax benefiL~ of $9 l .0 million and $74.2 million related to state NO Ls as of December 31, 2017 and 2016, respectively. Of these amounts, approximately $42. l million and $36. l million at December 31, 2017 and 2016, respectively, were acquired in the GMO acquisition. Management does not expect to utilize $16.8 million ofNOLs before the expiration date of the carryforwards ofNOLs in certain states. Therefore, a valuation allowance has been provided against $16.8 million of state tax benefits.

Valuation Allowances Great Plains Energy is required to assess the ultimate realization of deferred tax asset~ using a "more likely than not" assessment threshold. This assessment takes into consideration tax planning strategies within Great Plains Energy's control. As a result of this assessment, Great Plains Energy has established a partial valuation allowance for state tax NOL carryforwards and tax credit carryforwards. During 2017, $6.6 million of tax expense was recorded in continuing operations primarily related to a reduction in the refundable portion offederal Alternative Minimum Tax (AMT) credits.

Tax Reform In December 2017, the U.S. Congress passed and President Donald Tnunp signed Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act represents the first major reform in U.S. income tax law since 1986. Most notably, the Tax Act reduces the current top corporate income tax rate from 35% to 21 % beginning in 2018, repeals the corporate AMT, makes existing AMT tax credit carryforwards refundable, and changes the deductibility and taxability of certain items, among other things.

In December 2017, the SEC staff issued Staff Accounting Bulletin (SAB) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, 116

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Table of Contents Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. Great Plains Energy's and KCP&L's accounting for the Tax Act under ASC 740 as of December 31, 2017 is complete and is detailed further below.

As a result of the change in the corporate income tax rate, Great Plains Energy and KCP&L revalued and restated their deferred income tax assets and liabilities in December 2017. Great Plains Energy decreased its net deferred income tax liabilities by $814.5 million, primarily consisting of a $645.5 million adjustment for the revaluation and restatement of deferred income tax assets and liabilities included in rate base and a $222.8 million tax gross-up adjustment for ratemaking purposes. KCP&L decreased its net deferred income tax liabilities by $682.8 million, primarily consisting of a $471.8 million adjustment for the revaluation and restatement of deferred income tax asset.~ and liabilities included in rate base and a $163.6 million tax gross-up adjustment for ratemaking purposes. The decreases to Great Plains Energy's and KCP&L's net deferred income tax liabilities included in rate base were offset by a corresponding increase in regulatory liabilities. The net regulatory liabilities will be refunded to customers in future rates by amortizing the amounts related to plant assets over the remaining useful life of the assets, and amortizing the amounts related to other items over a period to be determined in a future rate case.

Great Plains Energy recognized $130.3 million of income tax expense consisting of $110.1 million primarily related to the revaluation ofGMO's non-regulated deferred income tax assets, $9.l million related to the reassessment of the valuation allowance needed for the realization ofrefundable AMT credits and state NOLs and $11. l million related to KCP&L and GMO deferred income taxes not included in rate base. KCP&L recognized $16.5 million of income tax expense related to deferred income taxes not included in rate base.

KCP&L and GMO cmTently recover the cost of income taxes in rates from their customers based on the 35% federal corporate income tax rate. Both KCP&L and GMO have announced their intentions to pass the income tax savings generated by the tax rate change, currently estimated at approximately $100 million annually, through to customers as part of upcoming general rate cases, including applications filed by KCP&L and GMO in Missouri in January 2018. However, both the MPSC and KCC have also initiated investigatory dockets regarding the impact of the Tax Act on customer rates and the actual rate treatment of tax refom1 will not be known until orders specifying that treatment are received from the MPSC and KCC. In January 2018, KCC issued an order requiring certain regulated public utilities, including KCP&L, to begin recording a regulatory liability for the difference between the new corporate tax rate and amounts currently collected in rates. The treatment of the regulatory liability will be addressed by KCC in future orders.

22. SEGMENTS AND RELATED INFORMATION Great Plains Energy has one reportable segment based on its method of internal reporting, which segregates reportable segments based on products and services, management responsibility and regulation. The one reportable business segment is Electric Utility, consisting ofKCP&L, GMO's regulated utility operations and GMO Receivables Company. Other includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges, including certain costs to achieve the anticipated merger with Westar. The summary of significant accounting policies applies to the reportable segment. Segment performance is evaluated based on net income (loss).

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Table of Contents The following tables reflect summarized financial infonnation concerning Great Plains Energy's reportable segment.

Electric Great Plains 2017 Utility Other Eliminations Energy (millions)

Operating revenues $ 2,708.2 $ $ $ 2,708.2 Depreciation and amortization (371.1) (371.1)

Interest charges (196.9) (125.9) 32.1 (290.7)

Income tax expense (169.4) (63.9) (233.3)

Net income (loss) 256.9 (363.J) (106.2)

Electric Great Plains 2016 Utility Other Eliminations Energy (millions)

Operating revenues $ 2,676.0 $ $ $ 2,676.0 Depreciation and amortization (344.8) (344.8)

Interest charges (196.1) 2.5 32.1 (161.5)

Income tax expense (164.3) (7.9) (172.2)

Net income (loss) 292.1 (2.1) 290.0 Electric Great Plains 2015 Utility Other Eliminations Energy (millions)

"Operating revenues $ 2,502.2 $ $ $ 2,502.2 Depreciation and amortization (330.4) (330.4)

Interest charges (190.9) (40.5) 32.1 (199.3)

Income tax expense (120.8) (1.9) (122.7)

Net income (loss) 223.8 (10.8) 213.0 Electric Great Plains Utility Other Eliminations Energy 2017 (millions)

Assets $ 11,508.1 $ 1,285.7 $ (335.9) $ 12,457.9 Capital expenditures 573.5 573.5 2016 Assets $ "11,444.2 $ 2,461.3 $ (335.5) $ 13,570.0 Capital expenditures 609.4 609.4 2015 Assets $ 11,045.5 $ (51.1) $ (255.8) $ 10,738.6 Capital expenditures 677.1 677.1 118

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23. JOINTLY-OWNED ELECTRIC UTILITY PLANTS Great Plains Energy's and KCP&L's share of jointly-owned electric utility plants at December 31, 20 l 7, are detailed in the following tables.

Great Pluills E11ergy Iatan No. I Iatan No. 2 Jeffrey Energy Wolf Creek Unit La Cygne Units Unit Unit Iatan Common Center (millions, except MW amounts)

Great Plains Energy's share 47% 50% 88% 73% 79% 8%

Utility plant in service $ 1,854.2 $ 1,191.1 $ 699.9 $ 1,355.8 $ 491.1 $ 201.1 Accumulated depreciation 918.1 347.8 280.8 413.0 130.7 82.0 Nuclear fuel, net 72.4 Construction work in progress 91.8 8.6 31.8 35.0 2L7 2.5 2018 accredited capaci ty-MWs 552 699 616 641 NA 173 KCP&l Iatan No. 1 Iatan No. 2 Wolf Creek Unit La Cygne Units Unit Unit Iatan Common (millions, except MW amounts)

KCP&L's share 47% 50% 70% 55% 61%

Utility p Ian t in service $ 1,854.2 $ 1,191.1 $ 561.7 $ 1,041.6 $ 401.8 Accumulated depreciation 918.1 347.8 228.9 366.6 117.5 Nuclear fuel, net 72.4 Construction work in progress 91.8 8.6 7.6 14.8 12.0 2018 accredited capacity-MWs 552 699 490 482 NA Each owner must fund its own portion of the plant's operating expenses and capital expenditures. KCP&L's and GMO's share of direct expenses are included in the approp1iate operating expense classifications in Great Plains Energy's and KCP&L's financial statements.

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24. QUARTERLY OPERATING RESULTS (UNAUDITED)

Quarter Great Plai11s E11ergy I st 2nd 3rd 4th 2017 (millions, except per share amounts)

Operating revenue $ 570.7 $ 682.6 $ 857.2 $ 597.7 Operating income 47.4 176.5 305.9 73.8 Net income (loss) (9.6) (7.0) I 0.5 (JOO.I)

Basie and diluted earnings (loss) per corrunon share (0.11) (0.10) O.o2 (0.46) 2016 Operating revenue $ 572.1 $ 670.8 $ 856.8 $ 576.3 Operating income 89.9 182.3 281.9 64.8 Net income 26.4 32.0 133.6 98.0 Basic and diluted earnings per corrunon share 0.17 0.20 0.86 0.39 Quarter KCP&L 1st 2nd 3rd 4th 2017 (millions)

Operating revenue $ 395.9 $ 482.7 $ 595.7 $ 416.4 Operating income 58.2 113.8 209.9 61.8 Net income 14.2 49.6 114.1 1.9 2016 Operating revenue $ 400.9 $ 475.6 $ 597.6 $ 401.3 Operating income 70.6 137.9 219.2 54.4 Net income 24.6 65.9 117.7 16.8 In the fourth quarter of 2017, Great Plains Energy recorded $130.3 million of additional income tax expense due to the impacts of U.S.

federal income tax reform. See Note 21 for additional infonnation regarding the impact of tax refo1111 on Great Plains Energy.

Quarterly data is subject to seasonal fluctuations with peak periods occurring in the summer months.

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Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

ITEM 9A. CONTROLS AND PROCEDURES GREAT PLAINS ENERGY Disclosure Controls and Procedures Great Plains Energy carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). This evaluation was conducted under the supervision, and with the participation, of Great Plains Energy's management, including the chief executive officer and chief financial officer, and Great Plains Energy's disclosure committee. Based upon this evaluation, the chief executive officer and chief financial officer of Great Plains Energy have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great Plains Energy were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting There has been no change in Great Plains Energy's internal control over financial reporting (as defined in Rule 13a-l 5(f) and I 5d-15(f) of the Exchange Act) that occurred during the quarterly period ended December 31, 2017, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Therefore, even those systems deten11ined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule l 3a-l 5(f) and 15d-15(f) under the Exchange Act) for Great Plains Energy. Under the supervision and with the participation of Great Plains Energy's chief executive officer and chief financial officer, management evaluated the effectiveness of Great Plains Energy's internal control over financial reporting as of December 31, 2017. Management used for this evaluation the framework in Internal Control -

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

Management has concluded that, as of December 31, 2017, Great Plains Energy's internal control over financial reporting is effective based on the criteria set forth in the COSO framework. Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this annual repott on Form I 0-K, has issued its attestation report on Great Plains Energy's internal control over financial reporting, which is included below.

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Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors ofGreatPlains Energy Incorporated Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Great Plains Energy Incorporated and subsidiaries (the "Company") as of December 31, 2017, based on criteria established in Internal Control - l11tegra1cd Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2017, of the Company and our report dated February 21, 2018, expressed an unqualified opinion on those financial statements and financial statement schedules.

Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable mies and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed 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 p1inciples. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of iL'i inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ls/DELOITTE & TOUCHE LLP Kansas City, Missouri February 21, 2018 122

Table of Contents KCP&L Disclosure Controls and Procedures KCP&L can-ied out an evaluation of its disclosure controls and procedures (as defined in Rules l 3a-l 5(e) or 15d-15(e) under the Exchange Act). This evaluation was conducted under the supervision, and with the participation, ofKCP&L's management, including the chief executive officer and chief financial officer, and KCP&L's disclosure committee. Based upon this evaluation, the chief executive officer and chief financial officer of KCP&L have concluded as of the end of the period covered by this report that the disclosure controls and procedures of KCP&L were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting There has been no change in KCP&L's internal control over financial reporting (as defined in Rule 13a-15(f) andJ5d-I5(f) ofthe Exchange Act) that occurred during the quarterly period ended December 31, 2017, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Therefore, even those systems dete1mined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and I5d-l 5(f) under the Exchange Act) for KCP&L. Under the supervision and with the participation of KCP&L's chief executive officer and chief financial officer, management evaluated the effectiveness ofKCP&L's internal control over financial reporting as of December 31, 2017. Management used for this evaluation the framework in Internal Control - Integrated Framework (2013) issued by the COSO of the Treadway Commission.

Management has concluded that, as of December 31, 2017, KCP&L's internal control over financial reporting is effective based on the criteria set forth in the COSO framework. Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this annual report on Form 10-K, has issued its attestation report on KCP&L's internal control over

financial reporting, which is included below.

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Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholder and the Board of Directors of Kansas City Power & Light Company Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Kansas City Power & Light Company and subsidiaries (the "Company") as of December 31, 2017, based on criteria established in lntemal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control -

Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the consolidated financial statements and financial statement schedule as of an for the year ended December 31, 2017, of the Company and our report dated February 21, 2018, expressed an unqualified opinion on those financial statements and financial statement schedule.

Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting fitm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and perfo1ming such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a mateiial effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ls/DELOITTE & TOUCHE LLP Kansas City, Missomi February 21, 2018 124

Table of Contents ITEM9B. OTHERINFORMATION None.

PART Ill Information required by Items I 0-14 of Part Jil of this Form I 0-K with respect to Great Plains Energy will be incorporated by reference to Great Plains Energy's definitive proxy statement with respect to its 2018 Annual Meeting of Shareholders (Proxy Statement), if such definitive proxy statement is filed with the SEC on or before April 30, 2018. Due to the pending merger with Westar, Great Plains Energy may not be required to file the Proxy Statement, in which case Great Plains Energy will file an amendment to this Form 10-K on or before April 30, 2018, to include the information that is otherwise incorporated by reference.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Great Plains Energy Directors The information required by this item is incorporated by reference from the Proxy Statement, which will be filed with the SEC no later than April 30, 2018:

Information regarding the directors of Great Plains Energy required by this item is contained in the Proxy Statement section titled "Directors."

Infonnation regarding compliance with Section I 6(a) of the Securities Exchange Act of 1934 required by this item is contained in the Proxy Statement section titled "Security Ownership of Certain Beneficial Owners, Directors and Officers - Section 16(a)

Beneficial Ownership Reporting Compliance."

Information regarding the Audit Committee of Great Plains Energy required by this item is contained in the Proxy Statement section titled "Corporate Governance - Committees of the Board."

Great Plains Energy and KCP&L Executive Officers Information required by this item regarding the executive officers of Great Plains Energy and KCP&L is contained in this report in the Part I, Item I section titled "Executive Officers."

Great Plains Energy and KCP&L Code of Ethical Business Conduct The Companies have adopted a Code of Ethical Business Conduct (Code), which applies to all directors, officers and employees of Great Plains Energy, KCP&L and their subsidiaries. The Code is posted on the corporate governance page of the Internet websites at www.greatplainsenergy.com and www.kcpl.com. A copy of the Code is available, without charge, upon written request to Corporate Secretary, Great Plains Energy Incorporated, 1200 Main St., Kansas City, Missouri 64105. Great Plains Energy and KCP&L intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of the Code that applies to the p1incipal executive officer, principal financial officer, principal accounting officer or controller of those companies by posting such infonnation on the corporate governance page of the Internet websites.

Other KCP&L Information The other infomiation required by tl1is item regarding KCP&L has been omitted in reliance on General Instruction (I).

ITEM 11. EXECUTIVE COMPENSATION Great Plains Energy The infonnation required by this item contained in the sections titled "Executive Compensation," "Director Compensation,"

"Compensation Discussion and Analysis", "Compensation Committee Report" and "Director Independence - Compensation Committee Interlocks and Insider Participation" of the Proxy Statement is incorporated by reference.

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Table of Contents KCP&L The other information required.by this item regarding KCP&L has been omitted in reliance on General Instruction (l).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Great Plains Energy The information required by this item regarding security ownership of the directors and executive officers of Great Plains Energy contained in the section titled "Security Ownership of Ce1tain Beneficial Owners, Directors and Officers" of the Proxy Statement is incorporated by reference.

KCP&L The infomrntion required by this item regarding KCP&L has been omitted in reliance on General Instruction (I).

Equity Compensation Plans Great Plains Energy's Long-Term Incentive Plan is an equity compensation plan approved by its shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, restricted stock units, bonus shares, stock options, stock appreciation rights, director shares, director deferred share units, perfonnance shares and other stock-based awards to directors, officers and other employees of Great Plains Energy and KCP&L.

KCP&L does not have an equity compensation plan; however, KCP&L officers and certain employees participate in Great Plains Energy's Long-Tern, Incentive Plan.

The following table provides information, as of December 3l,2017, regarding the number of common shares to be issued upon exercise of outstanding options, warrants and tights, their weighted average exercise price, and the number of shares of common stock remaining available for future issuance. The table excludes shares issued or issuable under Great Plains Energy's defined contribution savings plans.

Number of securities Number of remaining a\'ailable securities for future issuance to be issued upon Wcighted-a\'erage under equity exercise of exercise price of compensation plans outstanding options, outstanding options, (excluding securities warrants and rights warrants and rights retlected in column (a))

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders Great Plains Energy Long-Term Incentive Plan 684,238 (I) $ (2) 4.022,044 Equity compensation plans not approved by security holders 684,238 (2) 4,022,044 Total (I) $

(I) Includes 545,087 performance shares at target perfonnance levels and director deferred share units for 139,151 shares of Great Plains Energy common stock outstanding at December 31, 2017.

<2> TI1e performance shares and director deferred share units have no exercise price and therefore are not reflected in the weighted average exercise price.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Great Plains Energy The information required by this item contained in the sections titled "Director Independence" and "Related Party Transactions" of the Proxy Statement is incorporated by reference.

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Table of Contents KCP&L The infonnation required by this item regarding KCP&L has been omitted in reliance on General Instruction (I).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Great Plains Energy The infonnation required by this item regarding the independent auditors of Great Plains Energy and its subsidiaries contained in the section titled "Ratification of Appointment of Independent Auditors" of the Proxy Statement is incorporated by reference.

KCP&L The Audit Committee of the Great Plains Energy Board functions as the Audit Committee ofKCP&L. The following table sets forth the aggregate fees billed by Deloitte & Touche LLP for audit services rendered in connection with the consolidated financial statements and reports for 2017 and 2016 and for other services rendered during 2017 and 2016 on behalf of KCP&L, as well as all out-of-pocket costs incurred in connection with these services:

Fee Category 2017 2016 Audit Fees $ 1,304,550 $ 1,184,550 Audit-Related Fees 22,000 21,000 Tax Fees 24,905 24,822 All Other Fees Total Fees $ 1,351,455 $ 1,230,372 Audit Fees: Consists offees billed for professional services rendered for the audits of the annual consolidated financial statements of KCP&L and reviews of the interim condensed consolidated financial statements included in quarterly reports. Audit fees also include:

services provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements; audit reports on audits of the effectiveness of internal control over financial reporting and other attest services, except those not required by statute or regulation; services related to filings with the SEC, including comfort letters, consents and assistance with and review of documents filed with the SEC; and accounting research in support of the audit.

Audit-Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements ofKCP&L and are not reported under "Audit Fees". These services include consultation concerning financial accounting and reporting standards.

Tax Fees: Consists of fees billed for tax compliance and related support of tax returns and other tax services, including assistance with tax audits, and tax research and planning.

All Other Fees: Consists of fees for all other services other than those described above.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services The Audit Committee has adopted policies and procedures for the pre-approval of all audit services, audit-related services, tax services and other services to be provided by the independent registered public accounting firm for KCP&L. The Audit Committee's policy is to pre-approve all audit, audit-related, tax or other services to be provided by the independent registered public accounting finn. Under these policies and procedures, the Audit Committee may pre-approve certain types of services, up to the aggregate fee levels it sets.

Any proposed service within a pre-approved type of service that would cause the applicable fee level to be exceeded cannot be provided unless the Audit Committee either amends the applicable fee level or specifically approves the proposed service. The Audit Committee, as well, may specifically approve audit, audit-related, tax or other services on a case-by-case basis. Pre-approval is generally provided for up to one year, unless the Audit Committee specifically provides for a different period. The Company provides quarterly updates to the Audit Committee regarding actual fees spent with respect to pre-approved services. The Chairman of the Audit Committee may pre-approve audit, audit-related, tax 127

Table of Contents and other services provided by the independent registered public accounting firm as required between meetings and report such pre-approval at the next Audit Committee meeting.

PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Financial Statements Great Plains Energy Page No.

a. Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017. 2016 and 2015
b. Consolidated Balance Sheets - December 31, 2017 and 2016 C. Consolidated Statements of Cash Flows for the vears ended December 31 2017.2016 and 20 I 5
d. Consolidated Statements of Shareholders' Equity for the years ended December 31. 20 I 7, 2016 and 2015 63
e. Notes to Consolidated Financial Statements
f. Report of Independent Registered Public Accounting Firm KCP&L
g. Consolidated Statements of Comprehensive Income for the years ended December 3 I. ?O I 7, 2016 and 2015
h. Consolidated Balance Sheets - December 31. 2017 and 2016
i. Consolidated Statements of Cash Flows for the years ended December 31. 2017, 2016 and 2015 67
j. Consolidated Statements of Common Shareholder's Equity for the years ended December 31.2017, 2016 and 2015
k. Notes to Consolidated Financial Statements I. Report oflndependent Registered Public Accounting Firm Financial Statement Schedules Great Plains Energy
a. Schedule 1 - Parent Company Financial Statements
b. Schedule II - Valuation and Oualitying Accounts and Reserves 145 KCP&L C. Schedule II - Valuation and Qualifying Account<; and Reserves 128

__J

Table of Contents Exhibits Exhibit Number Description of Document Registrant 2.1

  • Agreement and Plan of Merger. dated as of May 29, 2016, by and among Great Plains Energy Westar Energy, Inc., Great Plains Energy Incorl1orated and. from and after its accession thereto, Merger Sub {as defined therein) (Exhibit 2.1 to Form 8-K filed on May 31. 2016).

2.2

  • Amended and Restated Merger Agreement. dated as of July 9. ?O 17, by and Great Plains Energy among Great Plains Energy Incomorated, Westar Energy, Inc., Monarch Energy Holding, Inc., King Enemy. Inc. and, solely for the JJU1J20ses set forth therein, GP Star, Inc. (Exhibit 2.1 to Form 8-K filed on July 10, 2017).

3.1

  • Articles of Incorporation of Great Plains Energy lncoq:iorated, as amended Great Plains Energy effective Seotember ?6, 2016 (Exhibit 3.1 to Form 10-Q for the guarter ended SeDtember 30, 2016).

3.2

  • Amended and Restated By-laws of Great Plains Energv lncomorated, as Great Plains Energy amended December 10, 2013 (Exhibit3.l to Form 8-K filed on December 16, 2013).

3.3

  • Amended and Restated Articles of Consolidation of Kansas City Power & KCP&L Light Comoany, restated as of May 6, 2014 (Exhibit 3 .2 to Fonn l 0-Q for the guarter ended March 31, 2014 ).

3.4

  • Amended and Restated By-laws of Kansas Cit'. Power & Light Company, as KCP&L amended December 10, 2013 (Exhibit 3 .3 to Fo1m 8-K filed on December 16.

2013).

4.1

  • Indenture, dated as of June 1, 2004. between Great Plains Energy Inco1J2orated Great Plains Energy and BNY Midwest Tru~t Comoany, as trustee (Exhibit 4.4 to Form 8-A/A filed on June 14, 2004).

4.2

  • First Supolemental indenture. dated as of June 14, 2004, between Great Plains Great Plains Energy Energy Incorporated and BNY Midwest Trust Company, as trustee (Exhibit 4.5 to Form 8-A/A filed on June 14, 2004).

4.3

  • Second Suoplemental Indenture. dated as of September 25, 2007, between Great Plains Energy Great Plains Energy Incomorated and The Bank of New York Trust Company.

N.A., as trnstee (Exhibit 4.1 to Fmm 8-K filed on September 26, 2007).

4.4

  • Third Supplemental Indenture. dated as of August 13. 20 I 0, between Great Great Plains Energy Plains Energy Incorporated and The Bank ofNew York Mellon Trust ComDany, N.A., as trustee <Exhibit 4.1 to Fonn 8-K filed on August 13, 2010).

4.5

  • Fourth Suoolemental Indenture, dated as ofMay 19,201 l, between Great Great Plains Energy Plains Energy lncomorated and The Bank of New York Mellon Trust Comoany, N.A., as trustee (Exhibit 4.1 to Form 8-K filed on May 19. ?O 11 ).

4.6

  • Fifth Supplemental Indenture, dated as of March 9. 2017, between Great Plains Great Plains Energy Energy and The Bank of New York Trust Company, N.A. as trustee (Exhibit
4. l to Form 8-K filed on March 9, 2017).

129

Table of Contents 4.7

  • Subordinated Indenture, dated as of Mav 18, 2009, bet~een Great Plains Great Plains Energy Energy Incori:iorated and The Bank of New York Mellon Tmst Com12any, N.A., as trnstee (Exhibit 4.1 to Fo1m 8-K filed on May 19, 2009).

4.8

  • Su1:mlemental Indenture No. I, dated as of Mav 18. 2009, between Great Plains Great Plains Energy Energy Incorporated and The Bank of New York Mellon Trust Companv, N.A., as trnstee (Exhibit 4.2 to Form 8-K filed on May 19, 2009).

4.9

  • Supi:ilemental Indenture No. 2, dated as of March 22, 2012, between Great Great Plains Energy Plains Energy Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (Exhibit 4.1 to Form 8-K filed on March 23, 2012).

4.10

  • Indenture, dated as of August 24,200 l, between Aguila, Inc. and Bank One Great Plains Energy Trust Company. N.A., as tmstee (Exhibit 4(d) to Registration Statement on Form S-3 /File No. 333-68400) filed by Aguila, Inc. on August 27.2001 ).

4.11

  • Second Su1;wlemental Indenture. dated as of July 3. ?002, between Aguila, Inc. Great Plains Energy and BankOne Trust Company, N.A., as tmstee (Exhibit 4(c) to Form S-4 (File No. 333-100204) filed by Aguila, Inc. on September30. 2002).

4.12 General Mortga2:e and Deed of Trust. dated as of December I, 1986. between Great Plains Energy Kansas City Power & Light Comnany and UMB Bank, N.A. (formerly United KCP&L Missouri Bank of Kansas City. N.A.), as trustee.

4.13 Fifth Sui:i12lemental Indenture, dated as of Se12tember 15. 1992. between Great Plains Energy Kansas City Power & Light Company and UMB Bank. N.A. (formerly United KCP&L Missouri Bank of Kansas City. N.A.), as trustee.

4.14 Seventh Sui:iolemental Indenture, dated as of October I. 1293, between Kansas Great Plains Energy City Power & Light Com12any and 11MB Bank, N.A. (fQrmerly United Missouri KCP&L Bank of Kansas City, N.A.). as trustee.

4.15 Eighth Supglemental Indenture, dated as of December 1, 1993, between Great Plains Energy Kansas City PQwer & Light Comoany and UMB Bank. N.A. (formerly United KCP&L Missouri Bank of Kansas City, N.A.), as tmstee.

4.16

  • Eleventh Supnlemental Indenture, dated as of August 15, 2005, between Great Plains Energy Kansas City Power & Light Comgany and UMB Bank, N.A. /formerly United KCP&L Missouri Bank of Kansas City, N.A.), as trustee {Exhibit 4.2 to Form l 0-Q for the guarter ended Seotember 30, 2005).

4.17

  • Twelfth Supplemental Indenture, dated as of March I, 2009, between Kansas Great Plains Energy City Power & Light Company and UMB Bank. N.A. ffmmerly United Missouri KCP&L Bank of Kansas City, N.A.), as trustee (Exhibit 4.2 to Fmm 8-K filed on March 24, 2002).

130

Table of Contents 4.18

  • Thirteenth Supplemental Indenture. dated as of March 1. 2009. between Great Plains Energy Kansas City Power & Light Company and UMB Bank. N.A. (formerly United KCP&L Missouri Bank of Kansas City. N.A.}. as trustee (Exhibit 4.3 to Form 8-K filed on March 24. 2009).

4.19

  • Fourteenth Supplemental Indenture, dated as of March 1. 2009, between Great Plains Energy Kansas City Power & Light Company and UMB Bank. N.A. (formerly United KCP&L Missouri Bank of Kansas City. N.A.). as trustee (Exhibit 4.4 to Form 8-K filed on March 24. 2009).

4.20

  • Fifteenth Su1mlemental Indenture. dated as of June 30. 2011. between Kansas Great Plains Energy Citv Power & Light Comuany and UMB Bank. N.A. (formerly United Missouri KCP&L Bank of Kan~as City, N.A.), as trustee (Exhibit 4. 1 to Fmm 10-Q for the quarter ended June 30. 20 l l).

4.21

  • Indenture, dated as of December 1. 2000. between Kansas City Power & Light Great Plains Energy Comuany and The Bank of New York. as trustee (Exhibit 4(a) to Form 8-K KCP&L filed on December 18, 2000).

4.22

  • Indenture. dated as of March l. ?002. between Kansas City Power & Light Great Plains Energy Com12any and The Bank of New York. as trustee (Exhibit 4.1.b. to Form 10-Q KCP&L for the quarter ended March 3 l. 2002).

4.23

  • Supplemental Indenture No. l. gated as of November 15. 2005. between Great Plains Energy Kansas City Power & Liirht Comuany and The Bank of New York, as trustee KCP&L (Exhibit 4.2.j to Form l 0-K for the year ended December 31. 2005).

4.24

  • Indenture. dated as of Max 1. 2007. between Kansas Citx Power & Light Great Plains Energy Company and The Bank of New York Trust Company. N.A .. as trustee KCP&L (Exhibit 4. l to Fonn 8-K filed on June 4. 2007).

4.25

  • Su12plemental Indenture No. l. dated as of .Tune 4. 2007. between Kansas City Great Plains Energy Power & Light Company and The Bank of New York Trust Company. N.A., as KCP&L trustee (Exhibit 4.2 to Form 8-K filed on June 4. 2007).

4.26

  • Sunglemental Indenture No. 2. dated as of March l I. 2008. between Kansas Great Plains Energy Citx Power & Light Comuany and The Bank of New York Trust Comuany. KCP&L N.A., as trustee (Exhibit 4.2 to Form 8-K filed on March 11, 2008).

4.27

  • Supplemental Indenture No. 3. dated as of September ?Q.2011. between Great Plains Energy Kansas City Power & Light Companx and The Bank of New York Mellon KCP&L Trust Comuanx, N.A.. Trustee (Exhibit 4. l to Fonn 8-K filed on Segtember 20.

lfil.l1.

4.28

  • Supplemental Indenture No. 4. dated as of March 14. 2013. between Kansas Great Plains Energy City Power & Light Company and The Bank of New York Mellon Trust KCP&L Comganx, N.A .* Trustee (Exhibit4.l to Form 8-K filed on March 14, 2013).

4.29

  • Stmplemental Indenture No. 5. dated as of August 18.2015. between Kansas Great Plains Energy City Power & Light Company and The Bank of New York Mellon Trust KCP&L Comgany, N.A .. Trustee (Exhibit 4.1 to Form 8-K filed on August 18. 20 l 5).

131

-J

Table of Contents 4.30

  • Supplemental Indenture No. 6 dated as of June 15, 2017 bet\veen KCP&L and Great Plains Energy The Bank of New York Mellon Trust Company, N.A., as trnstee (Exhibit 4.1 to KCP&L Fo1m 8-K filed on June 15, 2017).

4.31

  • Note Purchase Agreement, dated August 16. 2013, among KCP&L Greater Great Plains Energy Missouri Operations Company and the purchasers party thereto (Exhibit 4.1 to Form 8-K filed on August 19, 2013).

IO. I *+ Great Plains Energy Incomorated Amended Long-Term Incentive Plan, Great Plains Energy effective on May 7. 200? (Exhibit 10. 1.a to Form 10-K for the year ended KCP&L December 31. 2002).

10.2 *+ Great Plains Energy Incorporated Amended Long-Term Incentive Plan. as Great Plains Energy amended effective on May I, 2007 (Exhibit l 0.1 to Form 8-K filed on May 4, KCP&L 2007).

10.3 *+ Great Plains Energy Incorporated Amended Long-Term Incentive Plan. as Great Plains Energy amended effective on May 3, 2011 (Exhibit I 0.1 to Fonn 8-K filed on May 6, KCP&L lfill1.

10.4 *+ Great Plains Energy lncornorated Amended Long-Te1111 Incentive Plan. as Great Plains Energy amended effective on January I, 2014 (Exhibit I 0.1 to Form I 0-Q for the KCP&L QUarter ended June 30, 2013).

10.5 *+ Great Plains Energy Incornorated Amended Long-Term Incentive Plan, as Great Plains Energy amended effective on May 3, 2016 (Exhibit I 0.4 to Form I 0-Q for the Quarter KCP&L ended June 30, 2016).

10.6 *+ Qreat Plains Energy Incornorated Long-Term Incentive Plan Awards Standards Great Plains Energy and PerformanQe Criteria Effective as of Janua1y I, 2013 (Exhibit 10.3 to Form KCP&L I 0-Q for the cauarter ended March 31, 2013 ).

10.7 *+ Great Plains Energv Incorporated Long-Term Incentive Plan Awards Standards Great Plains Energy and Pe1formance Criteria Effective as ofJanuaiy I. 2014 (Exhibit 10,3 to Form KCP&L 10-Q for the <;iua1ter ended March 3 L 2014).

10.8 *+ Great Plains Energy Incornorated Long-Term Incentive Plan Awards Standards Great Plains Energy and Performance Criteria Effective as of Januaiy I. 2015 (Exhibit I 0.3 to Form KCP&L I 0-Q for the Quarter ended March 3 l, 2015).

10.9 *+ Great Plains Energy Incomorated Long-Term Incentive Plan Award~ Standards Great Plains Energy and Performance Criteria Effective as of JanuaQ'. J, 2016 (Exhibit l 0.3 to Form KCP&L 10-0 for the <;iuaiter ended March 31, 2016).

10.l 0 *+ Great Plains Energy Incomorated Long-Term Incentive Plan Awards Standards Great Plains Energy and Performance Criteria Effective as of JanuaQ: l, 2017 (Exhibit l 0.3 to Form KCP&L J 0-Q for the Quarter ended March 31, 2017).

10.11 *+ Letter Agreement dated March 7, 2017, by and between Michael L. Great Plains Energy Deggendorf, Qreat Plains Energy Incorporated, Kansas City Power & Light KCP&L Comnany and KCP&L Greater Missouri Onerations Comnany (Exhibit I 0.5 to Form l 0-0 for the QUarter ended March 31, 2017).

132

Table of Contents 10.12 *+ Retirement Agreement dated Mav I, 2017, by and between Scott H. Great Plains Energy Heidtbrink, Qreat Plains Energy Incomorated, Kansas Citv Power & Light KCP&L Com12any and KCP&L Greater Missouri 0Qerations ComQany (Exhibit l 0.6 to Form I 0-0 for the quarter ended March 31, 2017).

10.13 *+ Form of 2013 three-vear Performance Share Agreement (Exhibit I 0.1 to Form Great Plains Energy I 0-0 for the qua11er ended March 31, 2013 ). KCP&L 10.14 *+ Form of 2013 Restricted Stock Agreement (Exhibit I 0.2 to Form 10-0 for the Great Plains Energy quarter ended March 31, 2013). KCP&L I 0.15 *+ Form of 2014 three-year Performance Share Agreement (Exhibit I 0.1 to Form Great Plains Energy I 0-Q for the quarter ended March 31, 2014 ). KCP&L 10.16 *+ Form of 2014 Restricted Stock Agreement (Exhibit I 0.2 to Form I 0-Q for the Great Plains Energy quarter ended March 31, 2014 ). KCP&L 10.17 *+ Form of 2015 three-vear Performance Share Agreement (Exhibit l 0.1 to Form Great Plains Energy I 0-0 for the quai1er ended March 31, 2015). KCP&L 10.18 *+ Fonn of 2015 Restricted Stock Agreement (Exhibit I 0.2 to Fom1 I 0-Q for the Great Plains Energy quarter ended March 31, 2015). KCP&L 10.19 *+ Form of 2016 three-year Performance Share Agreement (Exhibit I 0.1 to Form Great Plains Energy I 0-Q for the quarter ended March 3 1, 2016). KCP&L 10.20 *+ Form of 2016 Restricted Stock Agreement (Exhibit I 0.2 to Form I 0-Q for the Great Plains Energy quarter ended March 31, 2016). KCP&L 10.21 *+ Form of 2017 three-vear Performance Share Agreement (Exhibit I 0.1 lo Fonn Great Plains Energy I 0-Q for the quarter ended March 31, 2017). KCP&L 10.22 *+ Form of 2017 Restricted Stock Agreement (Exhibit I 0.2 to Form 10-Q for the Great Plains Energy qua11er ended March 31, 2017). KCP&L 10.23 *+ Aquila, Tnc. 2002 Omnibus Incentive Comnensation Plan (Exhibit I0.3 to Great Plains Energy Form I 0-Q for the quarter ended Sentember 30, 2002, filed by Aquila, Inc.). KCP&L 10.24 *+ Great Plains Energv IncornorateQ, Kansas City Power & Light ComQany and Great Plains Energy KCP&L Greater Missouri 012erations Com12anv Annual Incentive Plan KCP&L amended effective as of Janua1~ I. JO 16 (Exhibit I 0.4 to Form I 0-Q for the quarter ended March 31, 20 I 6).

10.25 *+ Fom1 of Indemnification Agreement with each officer and director (Exhibit I 0- Great Plains Energy fto Fom1 I 0-K for year ended December 31, 1995). KCP&L 10.26 *+ Form of Conforming Amendment to Indemnification Agreement with each Great Plains Energy officer and director (Exhibit I 0.1.a to Form I 0-Q for the quarter ended March KCP&L

31. 2003).

10.27 *+ Fonn of Indemnification Agreement with each director and officer (Exhibit Great Plains Energy I 0.1 to Fonn 8-K filed on December 8, 2008). KCP&L 133

Table of Contents 10.28 *+ Form of Indemnification Agreement with officers and directors (Exhibit l 0.1.p Great Plains Energy to Form I 0-K for the year ended December 31. 2005). KCP&L 10.29 *+ Form oflndemnification Agreement with officers and directors (Exhibit 10.1 to Great Plains Energy Form 8-K filed on December 16. 2013 ). KCP&L 10.30 *+ Fonn of Change in Control Severance Agreement with other executive officers Great Plains Energy of Great Plains Energy Incorporated and Kansas City Power & Light Comi1any KCP&L (Exhibit I 0.1 .e to Form 10-0 for the guarter ended September 30. 2006).

10.31 *+ Great Plains Energv Incorporated Supplemental Executive Retirement Plan (As Great Plains Energy Amended and Restated for T.R.C. §409A) (Exhibit I 0.1.10 to Fo1111 10-0 for KCP&L the guarter ended September 30. ?007).

10.32 *+ Great Plains Energy Incorporated Supplemental Executive Retirement Plan (As Great Plains Energy Amended and Restated for I.R.C. §409A). as amended February lO. 2009 KCP&L (Exhibit I 0.1.29 to Form I 0-K for the year ended December 3 I. ?008.

10.33 *+ Great Plains Energy Incorporated Supplemental Executive Retirement Plan (As Great Plains Energy Amended and Restated for I.R.C. §409A), as amended December 8. 2009 KCP&L (Exhibit 10.1.27 to Fonn I 0-K for the vear ended December 31. 2009).

10.34 *+ Amendment dated October 28. 2014, to the Great Plains Energy Incorporated Great Plains Energy Supplemental Executive Retirement Plan as amended and restated on KCP&L December 8. 2009 (Exhibit I 0.1 to Form l 0-0 for the guarter ended September 30.2014).

10.35 *+ Great Plains Enemy Incorporated Nongualified Defe1Ted Compensation Plan Great Plains Energy (As Amended and Restated for T.R.C. §409A) <Exhibit 10.1 .11 to Form I 0-0 KCP&L for the guarter ended September 30. ?007).

10.36 *+ Great Plains Energy Incorporated Nongualified Deferred Compensation Plan Great Plains Energy (As Amended and Restated for I.R.C. §409A). amended effective January I. KCP&L 2010 (Exhibit I 0.1.5 to Form 10-0 for the guarter ended March 31. 20 l 0).

10.37

  • Joint Motion and Settlement Agreement, dated as of February 26. 2008. among Great Plains Energy Great Plains Energy Incorporated, Kansas City Power & Light Company, the KCP&L Kansas Corporation Commission Staff. the Citizens' Utility Ratepayers Board.

Aguila, Inc. d/b/a Aguila Networks, Black Hills Corporation, and Black Hills/Kansas Gas Utility Company, LLC (Exhibit 10.1.7 to Form 10-0 for the guarter ended March 31. 2008).

10.38

  • Credit Agreement. dated as of August 9. ?O I 0, among Great Plains Enerey Great Plains Energy Incor:porated. Certain Lenders, Bank of America. N.A .* as Administrative Agent. and Union Bank. N.A. and Wells Fargo Bank. National Association. as Syndication Agents. Barclays Bank PLC and U.S. Bank National Association.

as Documentation Agents. Banc of America Securities LLC. Union Bank, N.A.

and Wells Fargo Securities. LLC as Joint Lead Anangers and .Joint Book Managers (Exhibit I 0.1 to Form I 0-0 for the guarter ended September 30, 2010).

134

Table of Contents 10.39

  • First Amendment to Credit Agreement, dated as of December 9. 20 I l, among Great Plains Energy Great Plains Enern.v Incorporated, Certain Lenders, Union Bank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents. Bank of America, N.A., as Administrative Agent, Barclays Bank PLC and U.S. Bank National Association, as Documentation Ar,:ents, Merrill Lynch, Pierce, Fenner

& Smith Incorporated, Union Bank, N.A. and Wells Fargo Securities, LLC as Joint Lead ArratHlers and Joint Book Managers (Exhibit l 0.59 to Form I 0-K for the year ended December 3 l, 20 I I).

10.40

  • Second Amendment to Credit Agreement. dated as of October 17, 2013, Great Plains Energy among Great Plains Energy Incorporated. Certain Lenders, Bank of America, N.A., JPMorgan Chase Bank. N.A. and Union Bank, N.A .. as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent.

and Wells Fargo Securities, LLC, Merrill Lynch, Pierce. Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Union Bank. N.A., as Joint Lead Arrangers and Joint Book Managers /Exhibit I 0.1 to Form l 0-0 for the guarter ended September 30, 2013).

10.41

  • First Extension Agreement and Waiver, dated as of December 17. 2014, Great Plains Energy among Great Plains Energy Incorporated, Certain Lenders, Bank of America, N.A., JPMorgan Chase Bank, N.A .. and MUFG Union Bank. N.A., as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent Swing Line Lender and an Issuer. Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.

Morgan Securities LLC, and MUFG Union Bank, N.A., as Joint Lead Anangers and Joint Book Managers /Exhibit 10.37 to Form 10-K for the year ended December 31, 2014 ).

10.42

  • Third Amendment to the Credit Agreement, dated as of June 13.2016, among Great Plains Energy Great Plains Energy Incorporated, Certain Lenders, Bank of America, N.A.,

JPMorgan Chase Bank, N.A .. and Union Bank, N.A., as Syndication Agents and Wells Fargo Bank, National Association. as Administrative Agent, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Union Bank. N.A .* as Joint Lead Arrangers and Joint Book Managers (Exhibit 10.1 to Fonn l 0-0 for the quarter ended June 30, 2016).

10.43

  • Credit Agreement dated as of August 9, 20 I 0, among Kansas City Power & Great Plains Energy Light Company, Certain Lenders, Bank of America. N.A., as Administrative KCP&L Agent. and Union Bank, N.A. and Wells Fargo Bank, National Association, as Svndication Agents. JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia. as Documentation Agents, Banc of America Securities LLC, Union Bank, N.A. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Managers (Exhibit 10.2 to Form 10-0 for the guarter ended September
30. 2010\.

135

Table of Contents 10.44

  • First Amendment to Credit Agreement. dated as of December 9.2011, among Great Plains Energy Kansas City Power & Light Companv. Ce1iain Lenders, Union Bank, N.A. and KCP&L Wells Fargo Bank. National Association, as Syndication Agents. Bank of America, N.A., as Administrative Agent. JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia, as Documentation Agents, Merrill Lynch, Pierce, Fenner

& Smith Incorporated, Union Bank. N.A. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Managers (Exhibit 10.61 to Form 10-K for the year ended December 3 I, 20 I I).

10.45

  • Second Amendment to Credit Agreement. dated as of October 17, 2013, Great Plains Energy among Kansas City Power & Light Company, Certain Lenders, Bank of KCP&L America. N.A .. .JPMorgan Chase Bank, N.A., and Union Bank, N.A .. as Syndication Agents and Wells Fargo Bank, National Association. as Administrative Agenl and Wells Fargo Securities, LLC, Merrill Lynch, Pierce.

Fenner & Smith lncornornted . .J.P. Morgan Securities LLC. and Union Bank, N.A. as Joint Lead Arrangers and Joint Book Managers (Exhibit I 0.2 to Form I 0-0 for the quarter ended September 30, 2013).

10.46

  • First Extension Agreement and Waiver. dated as of December 17, 2014, Great Plains Energy among Kansas City Power & Light Company, Certain Lenders, Bank of KCP&L America, N.A., JPMorgan Chase Bank, N.A., and MUFG Union Bank, N.A., as Syndication Agents and Wells Fargo Bank, National Association. as Administrative Agent. Swing Line Lender and an Issuer, Wells Fargo Securities. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated. J.P.

Morgan Securities LLC. and MUFG Union Bank, N.A., as Joint Lead Anangers and Joint Book Managers (Exhibit I 0.41 to Form I 0-K for the year ended December 31, ?014).

10.47

  • Credit Agreement, dated as of August 9. 20 I 0, among KCP&L Greater Great Plains Energy Missouri Operations Company, Great Plains Energ;v Incorporated, as Guarantor, Certain Lenders. Bank of America, N.A., as Administrative Agent.

and Union Bank. N.A. and Wells Fargo Bank, National Association. as Syndication Agents. The Royal Bank of Scotland PLC and BNP Paribas , as Documentation Agents, Banc of America Securities LLC, Union Bank, N.A.

and Wells Fargo Securities, LLC as Joint Lead Anangers and Joint Book Managers (Exhibit 10.3 to Fom1 I 0-0 for the quarter ended September 30, 20 I 0).

10.48

  • First Amendment to Credit Agreement, dated as of December 9, 20 l I. among Great Plains Energy KCP&L Greater Missouri Operations Company, Great Plains Energy Incorporated, as Guarantor, Certain Lenders, Union Bank, N.A. and Wells Fargo Bank, National Association, as Svndication Agents, Bank of America, N.A., as Administrative Agent. The Royal Bank of Scotland PLC and BNP Paribas, as Documentation Agents, Merrill Lynch, Pierce. Fenner & Smith Incorporated, Union Bank, N.A. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Managers (Exhibit 10.63 to Form 10-K for the year ended December 3 I, 20 I I).

136

Table of Contents 10.49

  • Second Amendment to Credit Agre em en t, dated as of October 17, 2013, Great Plains Energy among KCP&L Greater Missouri Operations Company. Certain Lenders, Bank of America, N.A., JPMorgan Chase Bank, N.A., and Union Bank. N.A., as Syndication Agents and Wells Fargo Bank, National Association. as Administrative Aeent. and Wells Farno Securities. LLC. MeITill Lynch. Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Union Bank, N.A., as Joint Lead A1Tan!J;ers and Joint Book Managers /Exhibit I 0.3 to Form 10-0 for the guarter ended September 30, 2013 }.

10.50

  • First Extension Agreement and Waiver, dated as of December 17. 2014, Great Plains Energy among KCP&L Greater Missouri Operations Companv, Certain Lenders, Bank of America, N.A., JPMorgan Chase Bank, N.A., and MUFG Union Bank. N.A.,

as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an Issuer. Wells Fargo Securities, LLC, Merrill Lynch. Pierce. Fenner & Smith Incorporated, J.P.

Morgan Securities LLC, and MUFG Union Bank, N.A., as Joint Lead AITaneers and Joint Book Managers (Exhibit I 0.45 to Form I 0-K for the year ended December 3 l, 2014 }.

10.51

  • Guaranty, dated as of July 15. 2008. issued by Great Plains Energy Great Plains Energy Incorporated in favor of Union Bank of California, N.A., as successor trustee.

and the holders of the Aguila, Inc .. 8.27% Senior Notes due November 15, 2021 /Exhibit 10.6 to Form 8-K filed on July 18, 2008}.

10.52

  • Insurance Agreement, dated as of September 1, 2005, between Kansas City Great Plains Energy Power & Light Company and XL Capital Assurance Inc. (Exhibit 10.2.e to KCP&L Form I 0-K for the year ended December 31. 2005).

10.53

  • Insurance Agreement, dated as of September I. ?005, between Kansas City Great Plains Energy Power & Light Company and XL Capital Assurance Inc. (Exhibit 10.2.f to KCP&L Form I 0-K for the year ended December 31, 2005).

10.54

  • Purchase and Sale Agreement, dated as of July 1. 2005, between Kansas City Great Plains Energy Power & Light Company, as Originator, and Kansas City Power & Light KCP&L Receivables Company, as Buyer (Exhibit 10.2.b to Fmm 10-0 for the quarter ended June 30, 2005).

10.55

  • Receivables Sale Agreement, dated as of .July 1, ?005. among Kansas City Great Plains Energy Power & Light Receivables Company. as the Seller, Kansas City Power & KCP&L Light Company, as the Initial Collection Aeent, The Bank ofTokyo-Mitsubishi, Ltd., New York Branch. as the Agent, and Victory Receivables Corporation (Exhibit I 0.2.c to Form I 0-0 for the quarter ended June 30, 2005).

10.56

  • Amendment No. 1, dated as of April 2, 2007. among Kansas City Power & Great Plains Energy Light Receivables Company, Kansas City Power & Light Company, The Bank KCP&L of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Victory Receivables Corporation to the Receivables Sale Agreement dated as of July I, 2005

/Exhibit 10.2.2 to Form I 0-0 for the quarter ended March 31, 2007).

137

Table of Contents 10.57

  • Amendment No. 2, dated as of July l I, 2008, among Kansas City Power & Great Plains Energy Light Receivables Company. Kansas City Power & Light Company, The Bank KCP&L of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Victory Receivables Corporation to the Receivables Sale Agreement dated as of July 1, 2005 (Exhibit l 0.2.1 to Form 10-0 for the quarter ended June 30, 2008).

10.58

  • Amendment. dated as of Julv 9, ?009, to Receivables Sale Agreement dated as Great Plains Energy of July l, 2005 among Kansas City Power & Light Receivables Company, KCP&L Kansas City Power & Light Company, The Bank ofTokyo-Mil~ubishi UFJ, Ltd .. New York Branch and Victory Receivables Con1oration (Exhibit I 0.4 to Fonn 8-K filed on July 13. 2009).

10.59

  • Amendment and Waiver. dated as of September 25. 2009, to the Receivables Great Plains Energy Sale Agreement dated as of July I, 2005 among Kansas City Power & Light KCP&L Receivables Company, Kansas City Power & Light Company, The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York Branch and Victory Receivables Corporation (Exhibit I 0.2.2 to Fo1111 I 0-0 for the quarter ended September 30.

2009).

10.60

  • Amendment, dated as of May 5, 20 I 0, to Receivables Sale Agreement dated as Great Plains Energy of July I, 2005 among Kansas City Power & Light Receivables Company, KCP&L Kansas Citv Power & Light Company, The Bank of Tokyo-Mitsubishi UFJ.

Ltd., New York Branch and Victory Receivables Corporation (Exhibit 10.2.2 to Form I 0-0 for the quarter ended March 31, 20 I 0).

10.61

  • Amendment, dated as of February 23, 2011, to Receivables Sale Agreement Great Plains Energy dated as of July I, 2005 among Kansas City Power & Light Receivables KCP&L Company. Kansas City Power & Light Companv, The Bank ofTokyo-Mitsubishi UFJ. Ltd .. New York Branch and Victory Receivables Corporation.

(Exhibit l 0.5 to Form I 0-0 for the quarter ended March 31. 2011 ).

10.62

  • Amendment, dated as of September 9, 20 l I, to Receivables Sale Agreement Great Plains Energy dated as of July [, 2005, among Kansas City Power & Light Receivables KCP&L Company, Kansas City Power & Light Company. The Bank ofTokyo-Mitsubishi UFJ. Ltd .. New York Branch and Victorv Receivables Corporation (Exhibit 10.1 to Fom1 8-K filed on September l 3. 2011).

10.63

  • Amendment dated as of September 9, 2014. to the Receivables Sales Great Plains Energy Agreement dated as of July I, 2005, among Kansas City Power & Light KCP&L Receivables Company. as the Seller. Kansas City Power & Light Company. as the initial Collection Agent, The Bank ofTokvo-Mitsubishi, Ltd., New York Branch. as the Agent and Victory Receivables Coi:poration, as the Purchaser (Exhibit 10.1 to Form 8-K filed on September 15, 2014).

10.64

  • Amendment dated as of September 9, 2015, to the Receivables Sales Great Plains Energy Agreement dated as of July 1, 2005, among Kansas City Power & Light KCP&L Receivables Company. as the Seller, Kansas City Power & Light Company, as the Initial Collection Agent. The Bank of Tokyo-Mitsubishi, Ltd .. New York Branch, as the Agent and Victory Receivables Corporation, as the Purchaser

<Exhibit 10.1 to Form 8-K filed on September 1 I, 2015).

138

Table of Contents 10.65

  • Amendment dated as of September 9, ?O 16, to the Receivables Sales Great Plains Energy Agreement dated as of July I, ?005. among Kansas City Power & Light KCP&L Receivables Company, as the Seller. Kansas City Power & Light Company, as the Initial Collection Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd .. New York Branch. as the Agent and Victory Receivables Co1voration. as the Purchaser (Exhibit 10.1 to Form 8-K filed on September 13. 2016).

10.66

  • Purchase and Sale Agreement. dated as of May 31, 2012, between KCP&L Great Plains Energy Greater Missouri Operations Company, as Originator, and GMO Receivables Company, as Buyer !Exhibit I 0.2. to Form I 0-0 for the guarier ended June 30, 2012).

10.67

  • Receivables Sale Agreement, dated as of May 31, 2012, amonr1 GMO Great Plains Energy Receivables Company. as the Seller. KCP&L Greater Missouri Operations ComL1a1w, as the Initial Collection Agent. The Bank ofTokyo-Mit<.ubishi. Ltd.,

New York Branch, as the Agent, and Victory Receivables Cor:poration (Exhibit I 0.3 to Fo1111 l 0-0 for the quarter ended June 30, 2012).

10.68

  • First Amendment dated as of September 9, 2014, to the Receivables Sales Great Plains Energy Agreement dated as of May 31. ?()I?, among GMO Receivables Company, as the Seller, KCP&L Greater Missouri Operations Companv, as the Initial Collection Agent. The Bank of Tokyo-Mitsubishi. Ltd., New York Branch, as the Agent and Victo1y Receivables Cor:poration, as the Purchaser. (Exhibit I 0.2 to Form 8-K filed on September 15, 2014).

10.69

  • Second Amendment dated as of September 9, 2015, to the Receivables Sales Great Plains Energy Agreement dated as of May 31, 2012. among GMO Receivables Company, as the Seller, KCP&L Greater Missouri Operations Companv, as the Initial Collection Agent. The Bank of Tokyo-Mitsubishi. Ltd., New York Branch, as the Agent and Victory Receivables Corporation, as the Purchaser. (Exhibit I 0.2 to Form 8-K filed on September 11, 2015).

10.70

  • Third Amendment dated as of September 9, 2016, to the Receivables Sales Great Plains Energy Agreement dated as of May 31, 2012. among GMO Receivables Company, as the Seller, KCP&L Greater Missouri Operations Company, as the Initial Collection Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch.

as the Agent and Victory Receivables Cor:poration. as the Purchaser (Exhibit I 0.2 to Fonn 8-K filed September 13.2016).

10.71

  • Amendment dated as of September 8. 2017. to the Receivables Sales KCP&L Agreement dated as of July I. 2005. among Kansas City Power & Light Receivables Company. as the Seller. Kansas City Power & Light Company, as the Initial Collection Agent, The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York Branch, as the Agent and Victory Receivables Corporation. as the Purchaser. (Exhibit I 0.1 to Form 8-K filed on September 11. 20 l 7).

10.72

  • Fourth Amendment dated as of September 8, 2017, to the Receivables Sales Great Plains Energy Agreement dated as of May 3 I. 20 I?. among GMO Receivables Company. as the Seller, KCP&L Greater Missouri Operations Companv, as the Initial Collection Agent. The Bank of Tokyo-Mitsubishi UFJ. Ltd .. New York Branch.

as the Agent and Victory Receivables Corporation, as the Purchaser. (Exhibit I 0.2 to Form 8-K filed on September 11. 2017).

139

Table of Contents 10.73

  • Iatan Unit 2 and Common Facilities Ownership Agreement. dated as of May Great Plains Energy 19, 2006. among Kansas Citv Power & Light Company, Aguila, Inc., The KCP&L Empire District Electric Compa1w, Kansas Electric Power Cooperative, Inc.,

and Missouri Joint Municipal Electric Utility Commission (Exhibit I 0.2.a to Form 10-0 for the guarter ended June 30, 2006).

10.74

  • Joint Motion and Settlement Agreement dated as of February 26, 2008, among Great Plains Energy Great Plains Energv Incorporated, Kansas City Power & Light Company, the KCP&L Kansas Comoration Commission Staff, the Citizens' Utility Ratepayers Board, Aguila, Inc. d/b/a Aguila Networks, Black Hills Comoration, and Black Hills/Kansas Gas Utility Company. LLC (Exhibit 10.1. 7 to Form 10-Q for the guarter ended March 31, 2008).

10.75

  • Stipulation and Agreement dated April 24 ?009, among Kansas Citv Power & Great Plains Energy Light Company, Staff of the Missouri Public Service Commission, Office of KCP&L Public Counsel, Praxair. Inc., Midwest Energy Users Association, U.S.

Department of Energy and the U.S. Nuclear Security Administration. Ford Motor Company. Missouri Industrial Energy Consumers and Missouri Depai1ment of Natural Resources (Exhibit I 0.1 to Form 8-K filed April 30.

2009).

10.76

  • Non-Unanimous Stipulation and Agreement dated May 22, 2009 among Great Plains Energy KCP&L Greater Missouri Operations Company. the Staff of the Missouri Public Service Commission, the Office of the Public Counsel, Missouri Department of Natural Resources and Dogwood Energy, LLC (Exhibit 10.1 to Fmm 8-K filed on May 27, 2009).

10.77

  • Collaboration Agreement dated as of March 19, 2007, among Kansas City Great Plains Energy Power & Light Company, Sierra Club and Concerned Citizens of Platte KCP&L County, Inc. (Exhibit I 0.1 to Form 8-K filed on March 20, 2007).

10.78

  • Amendment to the Collaboration Agreement effective as of September 5, 2008 Great Plains Energy among Kansas Citv Power & Light Company. Sierra Club and Concerned KCP&L Citizens of Platte County, Inc. (Exhibit I 0.2.20 to Form 10-K for the year ended December 3 I, 2009).

10.79

  • Joint Operating Agreement between Kansas City Power & Light Company and Great Plains Energy Aquila, Inc .. dated as of October I 0. 2008 (Exhibit 10.2.2 to Form 10-0 for the KCP&L guarter ended September 30, 2008).

12.1 Computation of Ratios of Earnings to Fixed Charges and Earnings to Great Plains Energy Combined Fixed Charges and Preferred Dividend Requirements.

12.2 Computation of Ratio of Earnings to Fixed Charges. KCP&L 21.1 List of Subsidiaries of Great Plains Energv Incocporated. Great Plains Energy 23.l Consent oflndependent Registered Public Accounting Firm. Great Plains Energy 23.2 Consent of Independent Registered Public Accounting Firm. KCP&L 140

Table of Contents 24.1 Powers of Attorney. Great Plains Energy 24.2 Powers of Attorney. KCP&L 31.1 Rule I 3a- l 4(a)/15d-l 4(a) Certification of Terrv Bassham. Great Plains Energy 31.2 Rule 13a-14(a}/l 5d- l 4(a) Certification of Kevin E. B1yant. Great Plains Energy 31.3 Rule l 3a-14(a)/15d-l 4(a) Certification ofTerrv Bassham. KCP&L 31.4 Rule I 3a-14(a)/15d- l 4fo) Certification of Kevin E. Bryant. KCP&L 32.1 ** Section 1350 Certifications. Great Plains Energy 32.2 ** Section 1350 Certifications. KCP&L IOI.INS XBRL Instance Document. Great Plains Energy KCP&L 10 l.SCH XBRL Taxonomy Extension Schema Document. Great Plains Energy KCP&L 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. Great Plains Energy KCP&L IOI.DEF XBRL Taxonomy Extension Definition Linkbase Document. Great Plains Energy KCP&L 101.LAB XBRL Taxonomy Extension Labels Linkbase Document. Great Plains Energy KCP&L 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. Great Plains Energy KCP&L

  • Filed with the SEC as exhibits to prior SEC filings and are incorporated herein by reference and made a patt hereof. The SEC filings and the exhibit number of the documents so filed, and incorporated herein by reference, are stated in parenthesis in the description of such exhibit.
    • Furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such document shall not be incorporated by reference into any registration statement or other document pursuant to the Exchange Act or the Securities Act of 1933, as amended, unless otherwise indicated in such registration statement or other document.

+ Indicates management contract or compensatory plan or arrangement.

Copies of any of the exhibit'> filed with the SEC in connection with this document may be obtained from KCP&L upon written request.

The registrants agree to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed I 0% of total assets of such registrant and its subsidia1ies on a conso Ii dated basis.

141

Table of Contents Schedule I - Parent Company Financial Statements GREAT PLAINS ENERGY INCORPORATED Statements of Comprehensive Income (Loss) of Parent Company Year Ended December 31 2017 2016 2015 Operating Expenses (millions, except per share amounts)

General and administrative $ 2.3 $ 2.7 $ 0.9 Costs to achieve the anticipated merger with Westar Energy, Inc. 16.1 18.3 General taxes 0.1 0.1 0.2 Total 18.5 21.l l.l Operating Joss (18.5) (21.l) (l.l)

Other Income (Expense)

Equity in earnings from subsidiaries 141.4 287.5 220.9 Non-operating income 51.5 31.3 29.7 Loss on extinguishment of debt (82.8)

Loss on Series B Preferred Stock dividend make-whole provisions (124.8)

Total (14.7) 318.8 250.6 Interest (charges) income (125.6) 2.6 (40.3)

Income (Joss) before income taxes (158.8) 300.3 209.2 Income tax (expense) benefit 52.6 (10.3) 3.8 Net income (loss) (106.2) 290.0 213.0 Preferred stock dividend requirements and redemption premium 37.3 ]6.5 1.6 Earnings (loss) available for common shareholders $ (143.5) $ 273.5 $ 211.4 Average number ofb_asie common shares outstanding 215.5 169.4 154.2 Average number of diluted conunon shares outstanding 215.5 169.8 ]54.8 Basic and diluted earnings (loss) per common share $ (0.67) $ 1.61 $ 1.37 Comprehensive Income N ct income (loss) $ (106.2) $ 290.0 $ 213.0 Other comprehensive income Derivative hedging activity Reclassification to expenses 0.4 0.4 0.5 Income tax expense (0.1) (0.2) (0.1)

Net reclassification to expenses 0.3 0.2 0.4 Derivative hedging activity, net of tax 0.3 0.2 0.4 Other comprehensive income from subsidiaries, net of tax 4.1 5.2 6.3 Total other comprehensive income 4.4 5.4 6.7 Comprehensive income (loss) $ (101.8) $ 295.4 $ 219.7 The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.

142

Table of Contents GREAT PLAINS ENERGY INCORPORATED Balance Sheets of Parcn t Company Deccmber31 2017 2016 ASSETS (millions, except share amounts)

Current Assets Cash and cash equivalents $ 1,114.2 $ 1,283.9 Time deposit 1,000.0 Accounts receivable from subsidiaries 34.8 10.6 Notes receivable from subsidiaries 2.0 2.0 Interest rate derivative instruments 91.4 79.3 Other 2.3 26.1 Total 1,244.7 2,401.9 Investments and Other Assets Investment in KCP&L 2,513.2 2,541.5 Investment in other subsidiaries 1,240.1 1,341.6 Note receivable from subsidiaries 634.9 634.9 Deferred income taxes 11.6 12.8 Other 1.0 16.3 Total 4,400.8 4,547.1 Total $ 5,645.5 $ 6,949.0 LIABILITIES AND CAPITALIZATION Current Liabilities Notes payable $ 11.0 $

Current maturities of long-term debt 100.0 Accounts payable to subsidiaries 21.7 10.8 Accrued taxes 12.9 Accrued interest 2.1 10.l Other 5.9 12.8 Total 40.7 146.6 Deferred Credits and Other Liabilities 1.8 2.2 Capitalization Great Plains Ener!,,Y shareholders' equity Common stock - 600,000,000 shares authorized without par value 215,801,723 and 215,479,105 shares issued, stated value 4,233.1 4,217.0 Preference stock - l l,000,000 shares authorized without par value 7.00% Series B Mandatory Convertible Preferred Stock

$1,000 per share liquidation preference, 0 and 862,500 shares issued and outstanding 836.2 Retained earnings 737.9 1,119.2 Treasury stock- 137,589 and 128,087 shares, at cost (4.0) (3.8)

Accumulated other comprehensive loss (2.2) (6.6)

Total shareholders' equity 4.964.8 6,162.0 Long-term debt 638.2 638.2 Total 5,603.0 6,800.2 Commitments and Contingencies Total $ 5,645.5 $ 6,949.0 The accompanying Notes to Financial Statements of Parent Company are an integral part of these statements.

143

Table of Contents GREAT PLAINS ENERGY INCORPORATED Statements of Cash Flows of Parent Company Year Ended December 3 l 2017 2016 2015 Cash Flows from Operating Activities (millions)

Net income (loss) $ (106.2) $ 290.0 $ 213.0 Adjustments to reconcile income (loss) to net cash from operating activities:

Amortization 26.2 30.4 0.8 Deferred income taxes, net 2.3 21.8 (1.7)

Equity in earnings from subsidiaries (141.4) (287.5) (220.9)

Fair value impact of interest rate swaps (12.1) (79.3)

Loss on Series B Preferred Stock dividend make-whole provisions 124.8 Loss on extinguishment of debt 82.8 Cash flows affected by changes in:

Accounts receivable from subsidiaries (21.6) (9.8) (0.1)

Accounts payable to subsidiaries 10.9 (20.9) 1.3 Other accounts payable (2.2) 7.0 Accrued taxes (12.9) 8.4 0.3 Accrued interest (8.0) 6.0 Cash dividends from subsidiaries 275.0 239.0 157.0 Otber 22.3 8.0 8.7 Net cash from operating activities 239.9 213.1 158.4 Cash Flows from Investing Activities Purchase of time deposit (l,000.o)

Proceeds from time deposit 1,000.0 lntercompany lending (1.4)

Net money pool lending 3.7 (0.4)

Investment in subsidiary (0.6) (7.3) (7.8)

Net cash from investing activities 999.4 (1,003.6) (9.6)

Cash Flows from Financing Activities Issuance of common stock 2.9 1,603.7 3.0 Issuance of preferred stock 862.5 Issuance oflong-terrn debt 4,291.9 lssuance fees (32.2) (143.4)

Repayment oflong-tenn debt, including redemption premium (4,443.0)

Net change in short-term borrowings 11.0 (10.0) 6.0 Dividends paid (272.0) (194.0) (155.5)

Redemption of preferred stock (963.4) (40.1)

Otber financing activities (4.2) (4.3) (2.3)

Net cash from financing activities (1,409.0) 2,074.4 (148.8)

Net Change in Cash and Cash Equivalents (169.7) 1,283.9 Cash and Cash Equivalents at Beginning of Year 1,283.9 Cash and Cash Equivalents at End of Year $ 1,114.2 $ I,283.9 $

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

GREAT PLAINS ENERGY INCORPORATED NOTES TO FINANCIAL STATEMENTS OF PARENT COMPANY The Great Plains Energy Incorporated Notes to Consolidated Financial Statements in Part II, Item 8 should be read in conjunction with the Great Plains Energy Incorporated Parent Company Financial Statements.

The Great Plains Energy Incorporated Parent Company Financial Statements have been prepared to present the financial position, results of operations and cash flows of Great Plains Energy on a stand-alone basis as a holding company. Investments in subsidiaries are accounted for using the equity method.

144

Table of Contents Schedule lI - Valuation and Qualifying Accounts and Reserves Great Plains Energy Incorporated Valuation and Qualifying Accounts Years Ended December 31, 2017, 2016 and 2015 Additions Charged Balance At To Costs Charged Balance Beginning And To Other At End Description Of Period Expenses Accounts Deductions Of Period Y car Ended December 3 I, 2017 (millions)

Allowance foruncollectible accounts $ 4.0 $ 10.5 $ 8.1 (a) $ 17.9 (b) $ 4.7 Legal reserves 16.1 0.8 9.2 (c) 7.7 Environmental reserves 1.7 0.1 1.8 Tax valuation allowance 16.4 11.3 4.7 (d) 23.0 Year Ended December 31, 2016 Allowance foruncollectible accounts $ 3.8 $ 9.0 $ 8.1 (a) $ 16.9 (b) $ 4.0 Legal reserves 5.9 10.4 0.2 (c) 16.1 Environmental reserves 1.7 1.7 Tax valuation allowance 19.9 0.1 3.6 (d) 16.4 Year Ended December 31, 2015 Allowance foruncollectiblc accounts $ 2.8 $ 10.5 $ 8.7 (a) $ 18.2 (b) $ 3.8 Legal reserves 4.7 2.6 1.4 (c) 5.9 Environmental reserves 1.7 1.7 Tax valuation allowance 16.6 4.9 1.6 (d) 19.9 (a) Recoveries.

(b) Uncollectible accounts charged off.

(c) Payment of claims/settlements.

(d) Reversal of tax valuation allowance.

145

Table of Contents Kansas City Power & Light Company Valuation and Qualifying Accounts Years Ended December 31, 2017, 2016 and 2015 Additions Charged Balance At To Costs Charged Balance Beginning And To Other At End Description Of Period Expenses Accounts Deductions Of Period Year Ended December 31, 2017 (millions)

Allowance for uncollectible accounts $ 1.8 $ 7.5 $ 5.6 (a) $ 12.7 (b) $ 2.2 Legal reserves 15.1 9.0 (c) 6.1 Environmental reserves 0.3 0.3 Tax valuation allowance 1.2 1.2 (d)

Year Ended December 31, 2016 Allowance for uncollectible accounts $ 1.8 $ 6.4 $ 5.5 (a) $ 11.9 (b) $ 1.8 Legal reserves 5.3 9.8 (c) 15.1 Environmental reserves 0.3 0.3 Tax valuation allowance 0.7 0.7 Year Ended December 31, 2015 Allowance for uncollectiblc accounts $ 1.2 $ 7.1 $ 5.8 (a) $ 12.3 (b) $ 1.8 Legal reserves 2.9 2.6 0.2 (c) 5.3 Environmental reserves 0.3 0.3 Tax valuation allowance 0.7 0.7 (a) Recoveries.

(b) Uncollectible accounts charged off.

(c) Payment of claims/settlements.

(d) Reversal of tax valuation allowance.

146

Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 1S(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GREAT PLAINS ENERGY INCORPORATED Date: February 21, 2018 By: Isl Teny Bassham Terry Bassham Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalfofthe registrant and in the capacities and on the dates indicated.

Signature Title

/s/ Teny Bassham Chairman, President and Chief Executive Officer Teny Bassham (Principal Executive Officer)

Isl Kevin E. Bryant Senior Vice President - Finance and Strategy and ChiefFinancial Officer )

Kevin E. Bryant (Principal Financial Officer) )

)

/s/ Steven P. Busser Vice President - Risk Management and Controller )

Steven P. Busser (Principal Accounting Officer) )

)

David L. Bodde* Director )

)

Randall C. Ferguson, Jr.* Director )

February 21, 2018

)

Gary D. Forsee* Director )

)

Scott D. Grimes* Director )

)

Thomas D. Hyde* Director )

)

Ann D. Murtlow* Director )

)

Sandra J. Price* Director )

)

John J. Sherman* Director )

  • By Isl Teny Bassham Terry Bassham Attorney-in-Fact*

147

Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or l 5(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KANSAS CITY POWER & LIGHT COMPANY Date: February 21, 2018 By: Isl Terry Bassham Terry Bassham Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Isl Teny Bassham Chairman, President and ChiefExeeutive Officer Tcny Bassham (Principal Executive Officer)

/s/ Kevin E. Bryant Senior Vice President - Finance and Strategy and Chief Financial Officer Kevin E. Bryant (Principal Financial Officer)

/s/ Steven P. Busser Vice President - Risk Management and Controller Steven P. Busser (Principal Accounting Officer)

David L. Bodde* Director Randall C. Ferguson, Jr.* Director February 21, 2018 Gary D. Forsee* Director Scott D. Grimes* Director Thomas D. Hyde* Director Ann D. Murtlow* Director Sandra J. Price* Director John J. Sherman* Director

  • By Isl Terry Bassham Terry Bassham Attorney-in-Fact*

148

___ __J

KANSAS CITY POWER & LIGHT COMPANY To UNITED lVHSSOURI BANK OF KANSAS CITY, N.A., TRUSTEE General Mortgage Indenture and Deed of Trust Dated as of December 1, 1986

,,/ '* .. ,
".;',_.

.,CROSS Rl::FERF.NCE SHEET TO TRUST IND£NTVRE ACT Of !.939 s<<:tion or Mt &.><lion oflndtnture 3JO(a)........ .. . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . .* . . . . . . . . .. . . . . . * . . 7.04, 14.01, 14.14, 14.15 3:0(b)............................................................ 14.12 3!l(a)and(b) .................................................... 14.11 J12{a), (b) an<l (c) * .. .. . ... . . . . . .. .. .... . . . . . .. .. . .. . .. . . . .. . .. . .. 17.01 313(a). (b), (c} :md (d)....... .. .. . . . .. . . . . . . . . .. . ... .. .. .. .. . . .. .. 17,03 3,4(a).................................. .. . . . . . . . .. . . . . . . . . . . . . . . . 17.02 314(b) ..............*.*.....*.. , . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . 7.05 3M(c) (l) and (2) ........................................ , . .. . . . . . . 21.01 (b)

J[4(c)(3)......................................................... N-0t appllcabic 314(d)(l) ............... ,. . . . . . . .. . . . . .. . .. . . . . . . . . . .. .. . . . . .. . . ..  !.03(q), l0.03(b),

i0.04(b), IO.OS(a)(ii),

l0.06(a) (iii) 3l4(d}(2) ............................................... , .... , . . . . L03(c), 1.03(q),

3.04(e), 10.0S(:i) (H). and 10.06(a) (iii) 3i4(d) (3) ............................................... ,......... 3.04{c), 3.04(d),

I0.03(c), IO.OS{a) (ii) and (iii), J0.06(a)(iii) and (iv) 3l4(e) ............... :.*. .. . . . . . .. . . ... . . . .. . . . .. .. . . . . . . . . . . . . . . . . 21.0l(a) 3: 5(a) . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . 14.01, l 4.02, 14.07 3:S(b)................... .. . . ... . . . . . .. . . . . . . . . . . . . . .. .. . . . . . ..* .. . l2.02(b) 3'.5(c) *.......................*................................... 14.01 3!5(d) ............................................................ 14.02

H.S(c) ........................*..........*........................ 12.l6(c) 316(a)(I) ..*.*............*....................**.*.**.*.......... 12.05, !2.24 3l6{a) (2) ........................ .'................................ Omitted 3l6(a) list sentence .................... , ........... , , .... , .. . . . . . . . 20.03 3l6(b) .........................................................*.. 12.23 3J7(a) .....................................................*...... 12.13, 12.22 317(b) ............................................................ 7.06 3IS(a) . . . . . . . . . . . . . . . . . . . . * . * . . * . . . . . * . . . . . . . . . . . . . . . . . . . * . . . . . . . . 21.03

ii

  • .. TABLE OF CONTENTS Parties .*...... , ........... , , , . * .. , * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
  • Recitals ...................................... , ... ,*.,*********************************

Granting clause ............................... , .............................. , ........ .

ARTICLE I D~f1N1il01'1S Sec. LOI Trust Indenture Act .......................................................... . 3 S2c. i.02 Construction of accounting terms ............................................*.. 3 Sec. I.QJ "1\ccquntant" ......................................................* , .*..... 3 "Accountant's Certificate" ..*............ , .................**.....*..*........ 4 "AffiHate" .*..............................................*....*............ 4 "Appraiser" ....*....*..... , ......................................*.......*** 4 "Appraiser's Certificate ....................... , ............................. . 4 "Authorized Newspaper" ............*.............**.......*.*.......*...**.. 4 "Board" ........................*....*......................*............... 4 "Bondable Property" ..............................*.......................... 4 "Bonded" or "Bonding" , .................................................... . 7 "Bondholder" .... : ......................................................... . g "Bonds" ......................................*............*..............*. 8 "Business Day" ..................................... *..................*...... 8 "Company" ....................* , ...**........................*........*..*. 8 "Cost" ..*...............*.................................................. 8 "Coupon Bond" ................*...........*.......................*........ 9

Default" .*......................................................*.......... 9 "Engineer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 "Enginccr~s Certificate".. . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . * . . . . . * . . * . . . . . . . . . . 9 "Excepted Property" . . . * . . . . . . . . * . . . . . . . . . . . . * . . * . * . . . . . . . . . . . . . . . . . . . . . . . . . . 9 "Fair Value" ....... ,, ............... ,....................................... 11 "Generally Accepted Accounting Principles" . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . l!

Governmental Obligations" ...............*.......*.............*...*.... , . . . . 12 "Indenture".................................................................. 12

"!mlepcndent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . 12 "Lien of this Indenture" ** .*.*.......... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . 12 "1946 1\-fortg.ige" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . * . . . . . . . * . . . 12 "1946 Mortgage Bonds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . * . . . . . 12

"~ortgaged Property"........................................................ 12 "Officers' Certificate" .. : . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . * . . . . . . . . . . . . . . . . . . . 13 "Opi:iion of Counsel" ...... , .......................... :. . . . . . * . . . . . . . . . . . . . . . l3 "Outstanding"............................................... . . . . . . . . . . . . . . . . 13 "Permissible Encumbrances" . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . * . . . . . . . . . . . . 13 "PerSon" . . . . . . . . * * . . . * . . . * . . * . * * . * . . . * . . . * . . . * . . . . . . . . . . . . * . . . . . . . . * . * . . * .

  • l1S, E;<ECUTJON, REGISTRATION Ai-;D EXCHANGE OF BONDS Sec. 2.01 Series and form of Bonds ........................................ - ......... - . . 17 Sec. 2.02 Kinds and denominations of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . 18 Sec. 2.03 Dates of and interest on Bonds ............................................. , . . . 18 Sec. 2.04 Legends on Bonds ..... _ ................*...... , .....*..... ,................. l9 Sec. 2.05 Exchange of Bonds *................................ , ....................... _ 19 Sec. 2.06 Transfer of Bonds ....... , , .....*......... , ....................... , . . . . . . . . . . . 20 Sec. 2.07 Excculion of Bonds ..................................... , .. _.... _ . . . . . . . . . . . . 20 Sec. 2.08 Temporary Bonds .............................................. _......... _... 21 Sec. 2.09 Rep!accmcnr of stolen, lost. desuoyed or mutifatcd Bonds................. . . . . . . . . . 21 Sec. 2.IO Trustee's certif.catc: on Bonds .................... , .. _................ _......... 22 ART[CL£ [I(

,~SUANClt or- OoNns l3AS1m ON

,,* BONDAllLE PRl)PERTY Sec. J.01 Bones issuable on basis of lfondabl.:. Property . . . . . . . . . . . . . . . * . . . . . . . . * . . . . . . . . * . . 22 Sec. 3.02 No Bonds issuable on basis of Bonded Bendable Property . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Sec. 3.03 Bonds issuable to specified percentage of Bendable Property . . . . . . . . . . . . . . . . . . . . . . . . 22 Sec. 3.04 Requirements for issuance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Sec. 3.05 Dztcrmination of Cost or Fair Value ..*.*..............................*....... *. 27 ARTICLE IV ISSUANCE OF BONDS BASED ON RETIRED BONDS PREYlOUSLY 01JTS'l'ANDIN'G Sec. 4.01 Requircmenis for issuance ...................*_................................ . 27 Si:c. 4.02 Coupon Bonds d,~livered to TrJstee must have attact.ed ur1matured coupons ......... . 28 Sec. 4.03 No Bonds issl!able on basis of Bonded Bonds .............................*...... 28

iv ARTICLE V fSSUA~CF. OF Bor-ms BASl'.m ON Darosn Of CASH Wlnl TRUS1'EF.

Sec. 5.01 Requirements for issuance ........................ , .......... ,................. 2&

Sec. 5.02 Withdrawal of cash deposited under Section 5.01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ARTICLE VI

!SSl)A~CE Of-' Bm-ms BASED ON PRIOR LIEN BO.'IOS Sec. 6.0l Requin::men\$ for issuance..................................................... 29 Sec. 6.02 No Bonds bsuable on basis of Bon<lcd Prior Lien Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ARTICLE Vil COVF.Nl,r-ns OF THI?. COM?ANY Sec. 7.01 Payment of principal and irztercst. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . * . . . 30 Sec. 7.02 Po$sessio:i. maintenanc, of Lien and right to mortg~gc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 See. 7.03 Corpor:itc e1-[stcncc . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . * . . . . . . . . . * . . . * . . . . . . * . . . . . 31 Sec. 7.04 Appointment of Trustee ..* , ............*...................... , . . . . . . . . . . . . . . 31 Sec. 7.05 Reconlation of l ndenturn . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . 31 Sec. 7.06 Paying Agents. , ..............*..**...*........... , . . . . . . . . . . . . . . . . . . . . . . * * . . 32 Sec. 7.07 Payment oi t:t,'{,;S ******** , , **********...**** , *******..*******..* , * . * . . * * * * * *

  • 33 Sec. 7.08 lnstrnmcnt.s of further assurance ...................... , . . . . . . . . . . . . . . . . . . . . . . . . 33 Sec. 7.09 Books of record and account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . JJ Sec. 7.10  :-.faintenance of Mongagcd Property . . . . . . * . . . . . * . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . 34 Sec. 7.1 l Insurance.':. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Sec. 7.12 Issuance of First Mor:g2ge Bonds . . . . . * . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . * . . . . . . . 36 Sec. 7.13 Payments by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 ARTICLE VIII PRH)R LIEN BONDS DEl?OSlTED Wrrn TRUSTEE Sec. 3.01 Reqllirernents upon c!eposit of Prior Uen Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Sec. 8.02 Disposit[on of principal of ,rnd interest on Prior Lien Bonds ... , ......... , . . . . . . . . . . 37 Sec. 8.0.3 Surrender of Prior Lien Bonds .......................... , . . . . . . . . . . . . . . . . . . . . . . 33 Sec. 8.04 Extension of marnrit1* of Prior Lien Bonds ....................... , . . . . . . . . . . . . . . . 3S Sec. 8.05 Trustee's rights upon Default ............*.............. , .................. , . . . 38

V ARTICLE IX REDEMl'TION OF BONDS Sec. 9.01 Certain Bor.ds rcdeenw.blc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Sec. 9.02 Gencr:il provision.<; and mechanics of redemption.................................. 39 Sec. 9.03 Bonds due on redemption date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Sec. 9.0.;. Moneys for redemption held in tnist . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . 40 Sec. 9.05 Partial redemption of Registered Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4t ART[CLE X POSSESSION, USE AND RELEASE OF THE MORTGAGED PROPERTY Sec. 10.01 Company's possession and use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Sec. !0.02 Acti()ns withom consent of Tru:.tec ...... , .................................... , . 41 Sec. 10.03 Release of Mortgaged Prcpeny if Bonding ratio test satisfied , . . . . . . . . . . . . . . . . . . . . * . 43 Sec. l 0.04 Rell!ase uf Hmi:ed amount of Mortgaged Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Sec. 10.05 Release of Mortgaged Property not subject to a Prior Llen . . . . . . . . . . . . . . . . . . . . * . . . . 45 Sec. 10.06 Release of Mortgaged Property subject to a Prior Lien............................. 4S Sec. 10.07 Eminent Domain ..... , .......................*............................. , 51 Sec, I 0.08 Substituted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . * . 52 Sec. 10.09 Receiver, Trusrcc, etc.....*........................ , . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Sec. lO.iO Purchaser in good faith ..................*...............*......*.....*. , .. , . . .52 Sec. lO. ! l Suspension of rights in case of Default ....... , . . . . . . . . * . . . . . * . . * . . . . . . . . . . . . . . . . 52 ARTICLE XI Al'PL!CATlON OF' FUN'DS rlELP BY IRUSTES Sec. I LOJ Withcrawal or application of moneys held by Trustee ............................. . 53 Sec. 11.02 lvfoneys la be held in trust: invcstmcm the~cof .................................. . 56 ARTICLE XII DEFAULT f\ND ReMEDIES Sec. 12.01 When no entitlement to benetit of Indc:ntu,e upon Default . . . . . . . . . . . . . . . . . . . . . . . . . 57 Sec. ! 2.02 Events oi default; notice of Default; action tr Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58 Sec. 12.03 Upon Default Trustee may sell Mortgaged Property............................... 61 Sec. l 2.04 Upon Default and request of holders of a majority of Borids, Trustee muse deciare principal due; restoration of parties to former positions . . . * . . . . . . * . . . . . . . . . . . . . . * . 6l Sec. 12.05 Duly of Trustee to act on request of holders of a majority of Bonds.. . . . . . . . . . . . . . . . . 62 Sec. I 2.06 Mortgaged Property to be sold as an entirety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * * . . 62 Sec.* 12.07 Notice of sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . 6J Sec. 12.08 Adjournment of sale . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . 63 Sec. 12.09 Interest of purchaser and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Sec. !2.10 Trustee's recl!ipt sufficicm tQ discharge purchaser ........... ,..................... 64

vi 1>2&:

Sec. l2.\l Principal of Bonds to become due in case of sale ................................ . 64 Sec. 12.12 Application of sale proceeds .................................................. . 64 Sec. 12.[3 Bonds and matured cotipons may be applied against purchase price ............. , ... . 65 Sec. 12.14 Company not to insist upon or plead stay or extension [aw or exercise right of ri:dcmption ...............*.*.............................................. 65 Sec. l 2.1 S Trustee may enter on con1menc1.:menl of judicial proceedings entitled to appointment of receiver .................... , , .*..* , -, .. , . * , * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

  • 66 Si:c. 12.16 Bondholder not to institute suit without request to Trustee; Trustc¢ may enforce rights without possession of Bonds; undertaking for com ............................. . 66 Sec. 12.17 Remedic$ cumu[ative ..* : .....*..........*....*... , .........................*. 61 Sec. l2.IS Covenant to pay Tn.;stt:cj judgment by Trustee; application of r.1onies ........*....... 6S Sec. 12.19 Surrende~ ~f possession of Mortgaged Property to Trustee before Defauh: appointment Qf receiver ...*..*....*......*.......................................*..... 69 Sec. 12.20 Suit by Trustee to protect secudty ......*.............*.................*....... 70 Sec. !2.21 Provision, solely for benefit of parties and Bondholders ........................... . 70 Sec. 12.22 Trustee may file proofs of ctaims .............................................. . 70 Sec. 12.23 Bondhold~rs' rights at maturicy may not be impaired ............................. . 7]

Sec. 12.24 Waivers of µim Default by holders of Bonds .................................... . 7l ARTICLE xm EFl'[;.CT Of' MERGER, Co:-;souo....noN, Co:-.vi;.Y,\NCE AND L.:,,sE Sec. 13.01 Company may merge or consolidat.: if no impairment of Lien oi this Indenture and with assumption of obligation br successor ...... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 Sec. 13.02 UpoP. merger er con~olicfation Indenture not to constitute li<.:n upor. certain propercir:s; successor corporation to confirm prior Lien of this lnden!u:e and keep Mortgaged Property i<lcntifiabl,; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 Sec. 13.03 Right of successor corporation .......... , . ,. . . .. . . . * . . . . .. .. . . . . .. . . .. . . . . . . * . . 74 Sec. 13.04 Extent of Uen of th:s Indenture on property of successor corporation . . . . . . . . . . . . . . . . 76 ARTICLE XIV THF. TRUSiF.F.

Sec. 14.01 Qualiiication or' Trustee and acceptance of trust .....*.*................*......... 77 Sec. 14.02 Extent of Trustee's liability .. , .*............................................... 77 Sec. 14.0.3 Recitals deemed made by Company . , ....*..................................... 78 Sec. 14.04 Trustee not tiable for debts from operation of Mortgaged Property; Trnsccc may own Bonds ...*........................*..........................*.... ; ...... . 79 Sec. !4.05 Trustee may give notices incidental to action by it .............................*.. 79 Sec. 14.06 No1icc by Trustee to Company ...............*..... , ....... , , , .*........... - *. 79 Sec. 14.07 Trustee may rc!y on ccnificates and may consult counsel: responsibility in sdect:on of experts ...................................... , ......... * . , . , .... , * , * * * * , *

  • 80 Sec. 14.0S Moneys deposited with Trustee to be hdd in trust; inter~st on !uch moneys. ..... , ..... 80 Sec. 14.09 Compensation of Trustee; fien therefor .............................*............ 81 Sec. 14.10 Trus1ee may rely on facts establish.:d by Olnce:s' Certificate ..... , ....*..... , .. , .. , 32

vii

~

Sr.:c. 14.11 Adon to be taken by Trustee who becomes creditor of Company .................. . 82 S.zc. 14.12 Action to be taken by Trustee acquiring conilictlng interest .................. , ..... . 82 Sec. !4.l3 Resignation or removal of Trustee ....*.**..*... , ................ , .......*... , , , 82 Sec. l4.l4 Appointment of ;ucccssor Trustee ............................................. . 83 Sec. 14.15 Appoi!ltinent of 1dditional trustees or co-trustees; notice by Bondholders to Trustee,

io(icc to all ,mstces; contents, filing, etc. cf instrument appoin
ing trustee; incapaciCf, etc. of instrument appoiming trustee ......................................... . 84 Sec. 14.l6 Acc:.:pt.rmce by successor trustee; requirements of predecessor Trustee upon retiring ... . 86

$cc. i4.17 Mc:ger or consolidation of Trustee ............................................ . 87 S:c. l4.l3 Appointment of rncceSosor Trustee by Com pally .........* , *..*.................... 88 Sec. 14.l9 Joiriiog of individual trustee ............................*...................... 88 ARTICLE XV SUPPLEMENTAL lNDEN'fURl:.S Sec. 15.01 Pr-::ivision for St:ppleme:ital Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 Sec. t5.02 Requirements for Supplcmenrnl Indentures ....... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 ARTICLE XVI MEETINGS OF BONDiiOLDERS Sec. l6.0l t-.farrner of calling meetings and determimnicn of Bonds affected .......*............ 91 Sec. i6.02 Calling of meetings by Company or Bondholders. ............................*.... 92 Sec. 16:03 Pc,sons entitled 10 vole at rrn:eting ........................................... , , 93 Sec. l6.04 Conduct of meetings: regulations ............................*.........*....... , 93 See. 16.05 Manne, oi voting ..............*..............*........................* , .... 94 Sec. [6.06 Rights of Tnistc: er Bondholders not 10 be hindered or delayed .............*....... 95 Sec. 16.07 Action by written conient ...................................... , ...... * * , .. * *

  • 95 ARTICLE XVJI 60NDHOLOeR LISTS AND R!!PORTS BY TflE COMPANY ANr, TH!i TRUSTEE Sec. l7 .0 l Company to furnish Bondholder lists. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 Sec. l 7.02 Company to mi1cc filings with trustee and otherwise comply wi1h T!A Section 314..... 96 Sec. 17.03 Company to furnish Bondholders reports and otherwise comply whn TIA Section 313... 96 ARTICLE xvm DEFEASANCE Sec. 18.01 E/fect of payment of ir.debtedncss; deposit of 111or.cy or obliga!ion in certain inst,1,m:es deemed payment .*................................................... , . . . . 96 Sec. IS.02 Unclaimed moneys ..*.*.*........................................ , . . . . . . . . . . . 9i

viii ARTICLE xrx I~MUN!TY OF INCORf'ORA'l"ORS, SusscR!!ll!RS iO

  • nm CA!'liAL STOCK, STOCKHOtDE~S.

OFFICERS ,.\ND DIRECTORS Sec. 19.0l General provision ..................*....... ,................................. 97 ARTICLE XX EV!DE)':CE OF RrGHTS OF BONDHOLDER.,

AND OWNERSHIP OF BONDS Sec. 'ZO.Ol Evidence or action by Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 Sec. 20.02 Inspection of Bonds ........................... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 Sec. 20.03 Bor,ds owned by Company or other obligor or affiliate thereof deemed not to be outst2nding . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . !00 Sec. 20.04 Bondholder may revoke consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . mo ART£CLE XX[

'.\1lSCSL1.AN'EOL'S Sec. 21.0! Certificates, opinions. <:tc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IOO Sec. 21.02 Successors and assigns ...................... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . !O !

Sec. 2!.03 Conflict '.vith TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * . . . . . . . . . . . . iO\

Sec. 21.04 TIA construed as in effect on date hereof............................. . . . . . . . . . . . lOI Sec. 21.05 Titles, Table of Contents. etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102 Sec. 21.06 Coumerparts................................................................ 102 Testimcnium ..............* , .. , .. , ...................... , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102 Signatures 2nd seals . , .-*................................................................. 103

....... -GENERAL -MOR.TGAGE INDENTURE: AND DEW OF TRUST ' dated htd~

as of December l, }986 between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, and UNITED MISSOURI BANK OF KANSAS Crrv, N.A., as Trustee.

WHEREAS, aH capitalized terms used in this Indenture have the R~i!Jlls respective meanings set forth in Article I; and W!-iEREAS, the Company deems it necessary to borrow and, pursu-am to this Indenture, to issue Bonds for its corporate purposes from time to time, and to mortgage and pledge the propeny hereinafter described to secure payment *of the Bonds; and WHERE,\S, all acts and things have been done and performed which are necessary to make this Indenture, when duly executed and delivered, a valid and binding mortgage and deed of trust for the security of all Bonds duly issued hereunder and Outstanding from time to time; and the execution. and delivery of this Indenture have been in all respects duly authorized.

Now, THEREFORE, THJS INDENTURE WJTNESSETH, that to secure GntlltiQg dau.ie the payment of the principal of, premium, if any, and interest on all Bonds issued and Outstanding under this Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of this Indenture, and in consideration of the premises and of One.. Dollar paid to the Company by the Trustee, the Company does hereby grant, bargain, sel1, warrant, release, convey, assign, trans-fer, mortgage, pledge, set over and confirm unto United Missouri Bank of Kansas City, N.A., as Trustee, and to its successors in trust and to its assigns, all of the property, rights and interests in property described in Exhibit A, and, other than Excepted Property and subject to Article Xl/1, all of the property, rights and interests in property acquired by the Company after the date of the execution of this Indenture, which shall be and are as fully granted and conveyed by this Indenture and as fully embraced within the Lien of this Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more Supplemental Indentures, to subject to the Lien and operation of this Indenture any part or all of the Excepted Property upon such terms

2

,..- ' * , *" >"' *' ~v > * * . and conditions and subject to such restrictions, limitations and reserva-tions as may be set forth in such Supplemental Indenture or Indentures.

H*btnd~m To HAVE AND TO HOLD all such properties, rights and interests in property granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or in which a security interest has been granted by the Company in this Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever.

Subj~<! to SUBJECT, HOWEVER, as to the properties, rights and interests in 19~/i MortR*~

property severally embraced therein or affected thereby, to the l 946 Mortgage for so long as any 1946 Mortgage Bonds are Ouistanding, and to other Permissible Encumbrances; Grrml in lru,;( BUT TN TRUST, nevertheless, for the equal and proportionate benefit and security of all present and future holders of the Bonds and any coupons issued and to be issued hereunder and secured by the Lien of this Indenture, and to secure the payment of the principal of, premium, if any, and interest on the Bonds issued and Out~tand[ng under this Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of this Indenture without any preference, priority or distinction of any one Bond over any other Bond by reason of priority in the issue or negotiation thereof or otherwise.

PROVlDED, HOWEVER, and these presents are upon the condition, that if the Company shall pay or cause to be paid the principal of,

  • premium, if any, and interest on the Bonds at the time$ and in the manner therein and herein provided, or shalt provide, in the m:i.rmer pennitted hereby, for the payment thereof, and if the Company shall also pay or cause to be paid all other sums payable hereunder by it and pcrfarm all of the covenants and comp!y with all of the conditions of this Indenture, then thcs Indenture and the estate and rights hereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect.

lT IS HEREBY COVENANTED AND AGREED, by and between the Company and Trustee, that all Bonds and coupons, if any, are to be authenticated, delivered and issued, and that all Mortgaged Property is

3 H 1.01, 1.02, l.Ol to* be* held; subject to the* further covenants, conditions, uses arid trusts hereinafter set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold Bonds and any coupons, or any of them, as follows:

ARTICLE 1 DEFINfflONS Section I.OJ. (a) Whenever this Indenture refers to a provision of 1't-u$1 lmtenlun:

the Trust Indenture Act of 1939, as amended ("T[A"), such provision Act is incorporated by reference in and made a part of this Indenture. The following TIA terms incorporated in this Indenture have the following meanings:

"indenture securities" means the Bonds.

"indenture security holder" means a Bondholder.

"indenture to be qualified" means this Indenture.

4'indenture trustee" or institutional trustee" means the Trus-tee.

"obligor" on the indenture securities means the Company.

(b) All terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rde of the

_Securities and Exchange Commission have the meanings assigned to them in the TIA or such statute or rule as in force an the date of execution of this Indenture.

Section 1.02. The accounting terms used in this Indenture shalI be Co11sfnl<tion o(

accounting terms construed in accordance with Generally Accepted Accounting Princi-p!C5.

Section 1.03. For purposes of this Indenture, the following terms have the following meanings:

{a) "Accountant" means the Controller or Assistant Controller of uAccoun1an1" the Company or a Person appointed by the Board who is qualified to pass upon accounting matters, who or which need not be a certified or

4

§ 1,03 (con1.)

  • > > *, * > < ', ~T ': .'". *
  • public accountant and, unless required to be Independent, may be employed by or Affiliated with the Company.

"Account~nt's (b) "Accountant's Certificate" means a certificate signed by an Ctrtilicate'"

Accountant.

(c) "AffiUate" means a Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, another Person; Affiliated" has a meaning correlative to the foregoing.

{d) "Appraiser" means a Person engaged in the business of appraising property or competent to determine the Fa:r Value or fair market value of the particular property in question, and who or which, unless required to be Independent, may be employed by or Affiliated with the Company.

",\ppniiStr'S (e) "Appraiser's Certificate" means a certificate signed by an Cutincate" Appraiser appointed by the Board; any Appraiser's Certificate which is relied upon by an Independent Engineer, for purposes of an Independent Engineer's Certificate, shall be signed by an Independent Appraiser.

"Authoriz<:d (f) "Authorized Newspaper" means a newspaper of general circu-

.-.~.. spaptr" lation in the relevant area, printed in the English language and customa-rily published on each Business Day; whenever successive publications in an Authorized Newspaper are required by this Indenture, such publications may be made on the same or different days and in the same or in different Authorized Newspapers.

(g) "Board" means either the board of directors of the Company or any du !y authorized committee of the board of directors of the 0

Company.

"Bonda hie (h) "Bondable Property" means the Mortgaged Property as of Propcrtj" December 1, 1986, plus any property acquired or constructed by the Company which is included in the Mortgaged Property after December 1, 1986:

(i) Bondable Property:

(A) need not consist of a specific or completed develop-ment, plant, betterment, addition, extension, improvement or enlargement, but may include construction work in progress and property in the process of purchase insofar as the Com-pany shall have acquired legal title to such property, and may include the following:

5

§ 1.(13 (mnt,)

. . ~ ".' ,< .,. * ~ ~ ' ,* '*" ~ , ....,.,

      • ** (1) .. fractional and other undivided interests of the Company in propeny owned jointly or in common with other Persons, whether or not there arc with respect to such property other agreements or obligations on the part of the Company, if there is an effective bar against parti-tion of such property which would prcch1dc th::: saJe of such property by any or all of such other Persons or tlie holder or holders of any lien or liens on the interest of any of such other Persons in such property, without the consent of the Company; (2) engineering, economic, environmental, finan-cial, geological and legal or other surveys, data processing equipment and software, preliminary to or associated with the acquisition or construction of property included or intended to be included in the Mortgaged froperty; (3) paving, grading and other improvements to, under or upon public highways, bridges, parks or other pubffc property of analogous character required for or in  : .

connection with the installation or repair of overhead, .... ~

surface or underground facilities and paid for and used or to be used by the Company, notwithstanding that the Company may not hold legal title thereto;

( 4) towers, poles, wires, transformers, meters, over-head, surface and underground service facilities, and property and equipment constructed or maintained under permits, licenses, easements, franchises and other similar privileges on property owned by other Persons, including governmental and n'mnicipal agencies, bodies or subdivi-sions, if the Company shall have the right to remove the same; and (5) property other than property specified in Section J.03(hj (i) (A) (4) which is situated on real estate owned by governmental or municipal age.ncies, bodies or subdivi-sions under pcm1its, licenses, easements, franchises and other similar privileges, if the Company shall have the right to remove the same; and

6

§ I.OJ (<ORI,)

  • ** (B) may indude renewals, replacements and substitution of property not excluded from this definition of Bendable Property; but (C) shall not include:

( 1) Excepted Property; or (2) going concern value or good wjJI.

(ii) The amount" of any Bondable Property means the lesser of the Cost or Fair Value of Bondable Property certified to the Trustee in an Engineer's Certificate {or in case such Fair Value sh;ill not be required to be evidenced to the Trustee, the Cost thereof) minus, in the case of Bendable Propl!rty which is (A) owned by the Company subject to a Prior Lien on the date of this Indenture, or (B) acquired by the Company after December 1, 1986, subject to a Prior Lien (other than a Prior Lien to which such Bendable Property becomes subject, solely as a result of such acquisition, pursuant to an after-acquired property clause of such Prior Lien), 133\t;/% of the aggregate principal amount of the Prior Lien Bonds secured by such Prior Liens and ([) outstanding at December 1, 1986, and at the date of such acquisition, respectively, and (II) issued after such date. respectively.

(iii) When any Bondablc Property is certified to the Trustee in any Engineer's Certificate delivered with an application, and as a basis, for the authentication and delivery of Bonds, the release of Mortgaged Property or the withdrawal of cash ( except in the case of the release of Mortgaged Pt'operty, the withdrawal of cash representing the proceeds of insurance or the payment of or on account of obligations secured by purchase money mortgages, in each case on the basis of Bendable Property acquired or con-structed within 90 days prior to the date of the application for such release or the receipt by the Trustee of such cash, or within 90 days subsequent to such application or receipt of cash).

(A) there shall be deducted from the Cost or Fair Value of such Bondable Property, as the case may be (as of the date of such application), an amount equal to the aggregate Cost of all Bendable Property retired on and after December I, 1986, minus the aggregate Cost of all Bendable Property acquired or constructed by the Company which is included in the Mort-gaged Property after such date, and has been Bonded as the

7

§ 1.03 (t<)til.)

basis*--for

  • the* withdrawal
  • of cash pursuant to Section I J.Ol(a} (i} (B), and (B) there may, at the option of the Company, be added to such Cost or Fair Value, as the case may be, the sum of

(!) all or any portion which the Company then elects to add to the total of (aa) the fair market value in cash, as set forth. in an Appraiser's Certificate dated the date of such application, of the unpaid principal amount of any obligations ( which are not in default) secured by purchase money mortgages and Governmental ObHga-tions, plus {bb) any cash (other than proceeds of such purchase money obligations), then held by the Trustee or the trustee or mortgagee under any Prior Lien, in either case representing the proceeds of insurance on, or of the release or other disposition of, Bondable Property retired; and (2) 133 1h% of the principal amount of any Bonds which the Company then elects so to add, the right to the authentication and delivery of which under Article IV or Article VJ stall have been waived as a basis for the release of Bondable Property retired; provided, however, thal neither any reduction in the Cost or .Fair Value of property recorded in an account of the Company nor the transfer of any amount from such an account to another such account shall be deemed to be Bendable Property retired.

(i) "Bonded" or "Bonding" as applied to Bonds, Prior Lien Bonds ~nomh:<f' or "Jl.011ding"'

or Bondable Property means that such Bonds, Prior Lien Bonds or Bendable Property are within one or more of the following classes:

(i) the aggregate amount of Bondable Property which has been used as a basis for the authentication and delivery of Bonds pursuant to Article Ill or the withdrawal of cash pursuant to Section 1 l.OI.

(ii) Bonds which have been used as a basis for the authentica-tion and delivery of Bonds pursmmt tO Article JV or the withdrawal of cash pursuant to Section 11.01, and Bonds and Prior Lien Bonds paid, purchased or redeemed with money applied or paid by the Trustee pursuant to Section 11.01.

8

§ J.QJ (c\>nl.)

...... * ** (iii)* Bonds and Prior Lien Bonds which have been used as a basis for a waiver by the Company, pursuant to Section 10.05 or

!0.06, of its right to the authentication and deHvery of Bonds pursuant to Article JV or Article VJ.

(iv) Bonds, Prior Lien Bonds and Bondable Property which have been allocated or used as a basis for any credit or action or pursuant t0 any provision of, or retired through the operation of, any sinking, improvement, maintenance, replacement or analogous fund for any series of Bonds; provided, however, that any such Bonds, Prior Lien Bonds or Bondable Property so allocated or used shall be reinstated as Unbonded when all of the Bonds of the series of Bonds in connection with such fund was established are retired.

(v) Prior Lien Bonds which have been (A} used as a basis for the authentication and delivery of Bonds pursuant to Article VI or the withdrawal of cash pursuant to Section 11.01, {B) used as a basis for the issuance of Prior Lien Bonds under such Prior Lien or

( C) used as a b~sis for the release of property or the withdrawal of cash under any Prior Lien.

All Bendable Property which shall be retired, abandoned, destroyed, releasec or otherwise disposed of shall be deemed Bendable Property retired, but as in this Indenture provided may at any time thereafter again become Bendable Property.

"llondlloldcr" U) "Qondholder" means the bearer of a Coupon Bond or the Registered Holder of a Registered Bond.

(k) "Bonds" means bonds authenticated and delivered under this Indenture.

(1) "Business Day" means any day upon which banks located in the city where the Trustee maintains its principal office and place of business are not .required or authorized to be closed.

"Com;,ao/' (m} "Company means Kansas City Power & Light Company, a Missouri corporation, and its successors and assigns.

(n) "Cost" means, as to any property, the actual cost to the Company in cash or its equivalent, including without limitation all costs and allowances for funds used during the construction thereof, and other deferred costs relating to such construction, but only to the extent

9

§ l.03 (~one.)

    • , permitted -by-Generally* Accepted Accounting Principles or accounting orders from any governmental regulatory commission; the Cost of property acquired by the Company without consideration or by merger, consolidation or dissolution shall be deemed to be the Fair Value thereof at the date of its acquisition.

,,i (o) "Coupon Bond" means any Bond with detachable coupons "Coupon Bond" i evidencing the obligation of the Company to pay interest on such Bond.

(p) "Default" means any event specified in Section. 12.02 (a).

( q) *"Engineer" means a Person engaged in the engineering busi-ness, and who or which, unless required to be Independent, may be employed by or Affiliated with Company, except :hat an Independent Engineer shall sign Engineer's Certificates delivered in connection with the release of Mortgaged Property pursuant to Section 10.03. 10.04, 10.05. 10.06 or 10.07. if tbe Fair Value of the Mortgaged Property to be released and or all other Mortgaged Property released since the com-mencement of the then current calendar year, or the Fair Value of any purchase money obligations included in the consideration fer such release and of all other securities made a basis of any authentication and delivery of Bonds, withdrawal of cash or release of Mortgaged Property or securities under this Indenture since the commencement of the then current calendar year, as set forth in Engineer's Certificates required pursuant to Arricle X of this Indenture, is 10% or more of the aggregate principal amount of Bonds at the time Outstanding, unless the Fair Value of the Mortgaged Property to be released or of any purchase money obligations included in the consideration for such release and of all other securities made a basis of any authentication and delivery of Bonds, as set forth in such Engineer's Certificate, is, in each case, less than $25,000 or less than 1% of the aggregate principal amount of Bonds at the time Outstanding.

(r) "Engineer's Certificate" means a certificate signed by an Engineer appointed by the Board.

(s) "Excepted Property" means a[I of the following described property, whe1her now owned or hereafter acquired by the Company, which is hereby expressly excepted and excluded from the Lien of this Indenture:

10

§ I.OJ (e<lnt.)

.. (i) all cash,. shares-of stock, bonds, notes-and other obligations and securities not deposited, or required to be deposited, with the Trustee by the express provisions of this Indenture; (ii) all bills, notes and other instruments and accounts receiv-able, judgments, demands, general intangibles and choses in action, ar:d all contracts and operating agreements not pledged or required to be pledged with the Trustee; (iii) all merchandise, equipment, spare pans, tools, materials, supplies and fuel heid for sale or lease in the ordinary course of business or for use or consumption in, or in the operation of, any properties of, or for the benefit of, the Company, or held in advance of use thereof for maintenance, replacement or fixed capital pur-poses; (iv) all electricity, gas, steam, water, ice and other materials, products or services generated, manufactured, produced, provided or purchased by the Company fot sale or distribution or used or to be used by the Company; (v) all railcars, aircraft, watercraft, automobiles, buses, trucks, tractors, trailers and similar vehicles and movable equip-ment, and all components, spare pans, accessories, supplies and fuel used or to be used in connection with any of the foregoing; (vi) all office furniture and office equipment; (vii) all leasehold.interests and leasehold improvements; (viii) the last day of the term of any lease or leasehold now owned or hereafter acquired by the Company which is specifically subjected to the Lien of this Indenture; (ix) all timber, natura[ gas. oil, coal, uranium and other minera[s, mined or extracted from or otherwise separated from the earth, or lying or being within or under any properties of the Company, including Mortgaged Property, and gas, oil, coal and other mineral rights, leases and royalties and income therefrom, and rights to explore for such minerals; (x) except as the same may be specifically subjected to the Lien of this Indenture, all nuclear fuel, cores and materials;

11

§ J.03 (cont.}

    • (xi) aH*satel!ites and other equipment and materials used or to be used in outer space; all business machines; all communica-tions equipment; all computer equipment; all record production, storage and retrieval equipment; all telephone equipment; and all components, spare parts, accessories, programs and supplies used or to be used in connection with any of the foregoing; and (xii) all real or personal property which meets all of the following conditions:

(A) is not specifically described in this Indenture, (B) is not specifically subjected or required to be sub-jected to the Lien of this Indenture by any express provision of this Indemure, and (C) is not an integral part of or used or to be used as an integra! part of the electric and steam generating, transmission and distribution operations of the Company, or in connection with the operation of any property specifically subjected or required to be subjected to the Lien of this Indenture by the express provisions of this Indenture.

( t) "Fair Value" when applied to property means its fair value as determined without deduction for any Prior Liens upon such property, which fair value may be detennined without physical inspection by use of accounting and engineering records and other data maintained by, or available to, the Company; the "value" of any Mortgaged Property shall

  • be the fosser of its Cost or Fair Value as evidenced by an Engineer's Certificate and determined without regard to the existence of any Prior Lien on such Mortgaged Property.

(u) "Generally Accepted Accounting Principles" means generally ~c...,...,nr ACCll:pt<<i accepted accounting principles in use at December 1, 1986, or, at the Acc<1uu1ing Principles,.

option of the Company, other generally accepted accounting principles which are in use at the time of their detennination; in determining generaJly accepted accounting principles, the Company may, but shall not be required to, confonn to any accounting order, rule or regulation of ar.y regulatory authority having jurisdiction over the electric and steam generating, transmission and distribution operations of the Company.

12

§ l.03 (cont.)

"Go,ernmcntal ***** ** ** * * (v) * '!Governmental Obligations" means direct obligations of, or ObligatfonsH obligations unconditionally guaranteed by, the United States of America.

( w) "Indenture means this instrument and aH Supplemental Indentures; all references to "herein", "hereof" and "hereunder shall respectively mean in, of or under this Indenture.

(x) "Independent" when used with respect lo any specified Person means that such Person (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the Company or in any other obligor on the Bonds or in any Affiliate of the Company or any such other obligor and (iii) is not connected with the Company or such other obligor as an Affiliate or an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

    • Ll*n er this (y) "Lien of this Indenture" means the lien created by this lndcn!Q<<"

instrument (including the lien on property acquired after the date of the execution of this Indenture) and the lien created by any subsequent conveyance to the Trustee, whether made by the Company or any other Person, effectively constituting any property a part of the security held by the Tn.istee for the benefit of the holders of all Outs:anding Bonds.

(z) "1946 ,tfortgage" means the Indenture of Mortgage and Deed of Trust dated the first day of December, 1946, to Continental Illinois National ~ank and Trust Company of Chicago, as trustee, and George G. Moore, as individual trustee (J. S. Missman, successor individual trustee), as from time to time amended and supplemented.

"1946 Mortgage (aa) 1946 Mortgage Bonds" means bonds issued and Outstanding Bonds" under the 1946 Mortgage.

"Mortg*god 0

(bb) "Mortgaged Property" means as of any particular time all of Pto1,><rt'j '

the property which is an integral part of or used or to be used as an integral part of the electric and steam generating, transmission and distribution operations of the Company, any undivided legal interest of the Company in any property which is jointly owned by the Company and any other Person or Persons, and any other property (including securities and cash held by the Trustee) which at said time is subject, or is intended by the terms of this Indenture to be subject, to the Lien of this Indenture, however created, including (i) all of such property which

13 t l.OJ (to,,t.)

  • * '* is' acquired by' the Company after December l, l 936, and ( ii) all or the propertx which is described in Exhibit A and in Supplemental Inden-tures, but Mortgaged Property shall not include Excepted Property.

(cc) "Officers' Certificate" means a certificate signed by the Chair-man of the Board, Chief Executive Officer, President or a Vice-President and the Controller, Treasurer or an Assistant Treasurer of the Company.

(dd) "Opinion of Counsef' means a written opinion of counsel, "Opinion of Couns..[~

who may be counsel for the Company.

(ee) "Outstandln![' means as of any particular time with respect to Bends, all Bonds which theretofore have been authenticated and deliv-ered by the Trustee under this Indenture, except (i) Bonds theretofore paid, retired, rudcemed, discharged or canceled, or Bonds for the purchase, payment or redemption of which money or Governmental Obligations in the necessary amount shall have been deposited with, or shaII then be held by, the Trustee with irrevocable direction to apply such money or the proceeds of such Governmental Obligations to such purchase, payment or redemption, provided that, in the case of redemp-tion, the notice required by Article IX shall have been given or provided for to the satisfaction of the Trustee, (ii) Bonds deposited with or held in pledge by the Trustee under this Indenture, including any Bonds so held under any sinking, improvement, maintenance, replacement or analogous fund, and (Hi) Bonds authenticated and delivered upon transfer ofwhich or in exchange or substitution for and/or in lieu of which other Bonds have been authemicatcd and delivered.

(ff) "Permissible Encumbrances" means as of any particular time ~r.rmiMibl*

En<ua,braneosff any of the following:

(i) the Lien of this Indenture and all liens and encumbrances junior thereto; (ii) Hens for taxes or assessments by govemmental bodies not yet due or the payment of which is being contested in good faith by the Company, pro\*ided that the Company shall have set aside on its books reserves deemed by it to be adequate with respect to any such tax or assessment so being contested; (iii) any right of any municipal or other governmental body or agency, by virtue of any franchise, grant, license, contract or

14

§ 1-03 (C<>n\.)

~ **, . ;*. ';, *~* *, _. .. ' ,* .,- -_. statute, to occupy,- purchase or designate a purchaser of, or to order the sa1c of, any Mortgaged Property upon payment of reasonable compensation therefor, or to terminate any franchise, grant, license, contract or other right, or to regulate the property and business of the Company; (iv) liens and charges incidental to construction or current operations of the Company which are not delinquent or, whether or not delinquent, are being contested in good faith by the Company; (v) casements, rescn*ations or rights of way, and zoning ordinances, regulations and restrictions, if they do not, individually or in the aggregate, impair the utility of the affected property in the operation or the business of the Company;

( vi) irregularities in or defects of title with respect to any rights of way acquired by the Company for lines, structures and appurtenances thereto, if the Company has obtained from the apparent owner of the real estate traversed by any such rigl1t of way a sufficient right, by the terms of the instrument granting such right of way, to the use thereof for the purpose of such lines, structures and appurtenances, or the Company has eminent domain _power to remove or cure such irregularities or deficiencies; (vii) liens securing obligations neither (A) assumed by the Company nor (B) on account of which it customarily pays interest,

  • directly or indirectly, existing upon real estate, or rights in or relating to real estate acquired by the Company for rights of way for lines, structures and appurtenances thereto; (viii) party-wall agreements and agreements for and obliga-tions relating to the joint or common use of property owned solely by the Company or owned by the Company in common or jointly with one or more parties; (ix) liens securing indebtedness incurred by a Person, other than the Company, which indebtedness has been neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing on property which the Company owns jointly or in common with such Person or such Person and others, if there is an effective bar against partition of such property which would pre-clude the sale of such property by such-other Person or the holder of such lien without the consent of the Company;

15

§ l,03 (CODI,)

    • (x)* any attachment, judgment and other similar lien arising in connection with court proceedings in im amouni not in excess of rhe greater of S 10,000,000 or 5% of the principal amount of the Outstanding Bonds at the time such attachment, judgment or Hen arises, or the execution of which has been stayed or which has been appealed and secured, if necessary, by an appeal bond; (xi) the burdens of any law or governmental rule, regulation, order or permit requiring the Company to maintain certain facilities or to perform certain acts as a condition of its occupancy or use of, or interference with, any public or private lands or highways or any river, stream or other waters; (xii) any duties or obligations of the Company to any federal, state or local or other governmental authority with respect to any franchise, grant, license or permit which affects any Mortgaged Propeny; (xiii) liens in favor of a government or governmental entity securing (A) payments pursuant to a statute {other than taxes), or (B) indebtedness incurred to finance all Oi part. of the purchase price or Cost of construction of the property subject to such lien; (xiv) possible ad*;erse rights or interests and inconsequential defocts or irregularities in title which, in an Opinion of Counsel, may properly be disregarded; and (xv) the lien of the 1946 Mortgage and any other Prior Lien if (A) at the time of the acquisition by the Company of the Mort-gaged Property subject to such other Prior Lien, the Cost or Fair Value, whichever is less, of such Mortgaged Property is at least equal to 133~'3% of the principal amount of th*~ obligations (which are not in 'default) secured by such other Prior Lien, (B) all other liens on such Mortgaged Property, except for Permissible Encum-brances, shall have heen discharged at the time of such acquisition and (C) such other Prior Lien shall not attach to any other Mortgaged Property other than pursuant to an after-acquired prop-erty clause of such other Prior Lien; but, if the Company, as successor corporation, shall have executed a Supplemental Inden-ture relating thereto in accordance with Article Xlfl, the exrnnsion of such other Prior Lien to Mortgaged Property subsequently

16

§ l.(}J ( ~Un!.)

  • *acquired by the Company shall be permitted notwithstanding the limitation expressed in this Section J.03(J]) (xiv) (CJ.

For the purposes of this Indenture, no mortgage or other lien on any property of the Company shall be considered as a mortgage," "lien,"

"charge" or "encumbrance" if cash or Governmental Obligations sufn~

cicnt to pay or redeem the indebtedness secured by such mortgage or lien shall be held in trust for such purpose by the Trustee or by the trustee, mortgagee or other holder of such mortgage or lien; the sufficiency of such cash or Governmental Obligations shall be evidenced to the Trustee by an Accountant's Certificate.

(gg) "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organi1.ation or goventment or any agency or political subdivision thereof.

0 Prfor Lico" (hh) **Prior Lien" means the 1946 Mortgage and any other mort-gage, lien, charge, encumbrance, security interest on or in, or pledge of, any Mortgaged Property existing both at and hnmcdiately prior to the time of the acquisition by the Company of such Mortgaged Property, or created as a purchase money mortgage on such Mortgaged Property at the time of its acquisition by the Company, in each case ranking prior to or on a parity with the Lien of this Indenture.

HPrior (ii) "Prior Lien Bonds" means !946 Mortgage Bonds and any Li*n !fonds" other indebtedness (including the evidences thereof). if any, secured by a Prior Lien.

"R,:gi,c*red Uj) "Registered Bond" means any Bond registered as to both Bond"

  • principal and interest or as to principal only in the bond register required pursuant to Section 2.06.

"R~lte<<:d (kk) '"Registered Holder" means the Person or Persons in whose flo[d<r~

name or names the particular Registered Bond shall be registered, or the particular Coupon Bond shall be registered as to principat, on the books of the Company kept for that purpose in accordance with the tenns of this Indenture.

"Rrsponsibl< (II) "Responsible Officer .. when used with respect to the Trustee Offim" means any vice president or any other officer of the Trustee customarily performing functions similar to those performed by a vice president and also means, with respect to a particular corporate matter, any other

17

§§ I.OJ (¢0"!.), 2.01

, **.* ** **-officer -of -the .Trustee to .whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject (mm) "Rerired" means as of any particular time Bonds and Prior Lien Bonds theretofore but after December l, !986, paid, retired, redeemed, discharged or canceled, or for the purchase, payment or redemption cf which money or Governmental Obligations in the neces-sary amount shall have been deposited with, or shall then be held by, the T rustcc with respect to Bonds, or the trustee or mortgagee under the Prior Lien which secures such Prior Lien Bonds, in each case with irrevocable direction to apply such money or the proceeds of such Governmental Obligations to such purchase, payment or redemption.

(nn) "Supplemental Indenture" means any indenture hereafter "Sup~lemtnt*l lndtnturc~

duly authorized and approved by the Board and entered into between the Company and the Trustee in accordance with this Indenture.

(oo) 'Trustee"' means the Person named as the Trustee in the first paragraph of this Indenture and any successor thereto pursuant to Section 14.14.

(pp) "Unbonded as applied to Bonds, Prior Lien Bonds or Bond- "llobonded" able Property means that such Bonds, Prior Lien Bonds or Bondable Property arc not Bonded.

ARTICLE It FORMS, EXECUT!ON, REGISTRATION AND EXCHANGE OF BONDS Section 2.01. At the option of the Company, Bonds may be issued Suits ond form under this Indenture in one or more series and in an unlimited amount, of Boo<ls the Bonds of each series to mature on such date or dates and bear interest, if any, at such rate or rates (which may be based on a formula or otherwise change from time to time prior to maturity of any such Bonds) as shall be set forth in a Supplemental Indenture authorized by the Board prior to the authentication of such Bonds. The form of each series of Bonds and of the coupons to be attached to the Coupcn Bonds of such series shall be set forth in a Supplemental Indenture. The Bonds and coupons of any one or more series may be expressed in one or more foreign languages, if also expressed in the English language. The English text shall govern the construction thereof and beth or ail texts shall constitute only a single obligation. The English text of the Coupon

18

§~ 2.01 (cont.), 1.02, l.()J

..-,Bonds, .. coupons, Registered Bonds and the Tru:;tee's authentication certificate shall be in the form set forth in a Supplemental {ndenture; p~ovided, however, that the form of each series of Bonds shall specify the descriptive title of such series of Bonds (which tille shall contain the words "Mortgage Bond"), the designation of such series, the date of the Coupon Bonds -.:if such series, the rate or rates of interest, if any, or the method by whic!J such rate or rates are detennined, to be borne by the B,:,nds of such series, the coin or currency in which payable (which need not be coin or currency of the United States or America), the date or dates of maturity, the dates for the payment of interest, and a place or places (which need not be in the United States of America) and the means (which may include mail) for the payment of principal of, premium, if any, and interest on such Bonds. Any series of Bonds to the extent issued in registered form may provide for record dates for the payment of interest. Any series of Bonds may also have such omissions or modifications or contain such other provisions not prohibited by this Indenture as may be set forth in a Supplemental Indenture.

f..i*d* and Section 2.02. Any series of Bonds may be executed, authenticated dtnominat ions o(

Bonds and delivered originally as Coupon Bonds and/ or as Registered Bonds, of such denomination or denominations as may be specified in a Supplemental Indenture or a Board resolution.

lht~S oi ~lid Section 2.03. Unless otherwise specifically provided in a Supple-inttrest on Bonds mental Indenture with respect to a series of Bonds, each Registen:d Bond shal_l be dated as of the date of its authentication; provided, however, that if any Registered Bond shall be authenticated and deliv-ered upon a transfer of, or in exchange for or in lieu of, any Bond or B0:1ds upon which interest is in Default, it shall be dated .so that such Bond shall bear interest from the last preceding date to which interest shall have been paid on the Bond or Bonds in respect of which such Registered Bond shall have been delivered, unless otht;rwise specifically provided with respect to a series of Bonds. Unless other provisions (including, but not limited to, provisions establishing record dates for the payment oi interest) are specifically provided in a Supplemental Indenture with respect to a series of Bonds, (a) the Registered Bonds of such series shall bear interest, if any, from the beginning of the interest period for such series.during which such Bonds were authenticated, and (b) the first interest period for each series of Bonds shall begin on the date of their issuance. The Coupon Bonds of each series shall be dated

19

§§ 2.0J ( cont.), l.°", 2.05

,*.-**..... **as*of *such-*date*as ..may*be*set forth in a Supplemental Indenture and designated in the form of Bond established for such series.

Section 2.04. Any Bond may have imprinted thereon or included Lq,,nds on Bonds therein any legend or legends required in order to comply with any law or with any rules or regulations t11creunder, the rules or regulations of any stock exchange, any contract to which the Company is a party concerning such Bond, or to conform to usage, and the Company may at any time amend the form of any legend to be used on Bonds then Outstanding so as to comply with any such law, rule or regulation, conmict, pr so as to conform to usage.

Section 2.05. Unless otherwise specifically provided with respect to Exchange o! Bonds a series of Bonds, in all cases in which the privilege of excha!lging Bonds exists and is exercised, the Bonds to be exchanged shall be surrendered at such place or places as shall be set forth in a Supplemental Indenture or designated by the Company for that purpose, with all unmatured coupons appertaining ,thereto (in the case of Coupon Bonds) and the Trustee shall auth*enticate and the Company shaJI deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive, having attached thereto, in the case of Coupon Bonds, all unmaturcd coupons appertaining thereto. In case at the time of any such exchange, interest on the Bonds of such series is in default, all Coupon Bonds of such series surrendered and delivered in exchange for other Bonds shall have attached thereto all matured coupons in qefault unless such coupons have theretofore been previously surrendered. All Bonds so surrendered and delivered for exchange shall, unless in bearer form, be accompanied by a written instrument or instruments of transfer, if required by the Company, duly executed by the registered holder of such Bond or the duly authorized attorney of such holder, at the office or agency of the Company designated by it. All Bonds so surrendered and delivered for exchange and the coupons appertaining thereto shall be canceled by the Trustee. Upon any transfer of Bonds permitted by Section 2.06, and upon any exchange of Bonds, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge and in addition may charge a sum not exceeding a sum, if any, provided as a term of such series of Bonds for each Bond authenticated and delivered upon any such transfer or exchange, which sum shall be paid by the party requesting such transfer or exchange as a condition precedent to the

20

§§ 2.05 (C<>nt.), 2.1)6, 2.07

........... exercise .,of the. privitege

  • of making such transfer or exchange. The Company shall not be required to make transfers or exchanges of Bonds of any series for a period of 15 days next preceding any interest payment date of said series (unless such series has a record date for the payment of interest), or next preceding any designation of Bonds of said series to be redeemed. The Company shall not be required to make any transfer or exchange of any Bond designated for redemption, except for any part of such Bond which is not designated for redemption.

Tran,r<< Section 2.06. The Company shall keep, at such place or places as of Bonds shall be designated by the Company for the purpose, a Bond register for the registration and transfer of Bonds, which, at all reasonable times, shall be open for inspec,ion by the Trustee; and upon presentation for su::;h purpose at any such place or places, the Company will register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it may prescribe, any Bonds entitled to registration or transfer at such office. Upon the registration of any Coupon Bond as to principal, the fact of such registration shall be noted on such Bond. Upon the transfer of any Registered Bond, the Trustee shall authenticate and the Company shall issue in the name of the transferee or traasferees a new Registered Bond or new Registered Bonds of the same series for a like principal amount. All Registered Bonds so surrendered for transfer shall be canceled by the Trustee.

Extccmion Section 2.07. All Bonds authenticated and delivered under this of Bor.ds Indenture sha!!, from time to time, be executed on behalf of the Company **by its Chairman of the Board, Chief Executive Officer, President or a Vice-President, whose signature may be facsimile, and its corporate seal shall be thereon impressed or imprinted and attested by its Secretary or an Assistant Secreta111, whose signature may be facsim-ile. The coupons to be attached to Coupon Bonds shall bear the facsimile signature of the Treasurer or an Assistant Treasurer of the Company. In case any officer of the Company who has executed any Bonds or attested the seal thereon, or whose facsimile signature appears on any coupon, shall cease to be such officer before the Bonds so executed and/ or sealed shall have been actually authenticated and delivered by the Tnistec or issued by the Company, such Bonds nevertheless may be authenticated, delivered and issued with the same force and effect as though the person or persons who executed such Bonds or attested the seal thereon or whose facsimile signature appears

__ _J

21

§§ 2.01 (cottL), :t.O!I. 2.09

  • ** ,. on* any**coupon *had not ceased to be such officer or officers of the Company.

Section 2.08. There may be authenticated and delivered and issued from time to time in lieu of (or in exchange for) any definitive Bond or Bards issut:d or issuable under this Indenture one or more temporary Bonds substantially of the tenor of such definitive Bonds, with or without one or more coupons, and with or without the privilege of registration as to principal only, or as to both principal and interest, and such temporary Bond or Bonds may be in such denomination or denominations as may be specified in a Supplemental Indenture or a Board resolution. Until a definitive Bond or Bonds are delivered in exchange therefor, the holder of each such temporary Bond or Bonds shall be entitled to the Lien and benefit of this Indenture. Upon the exchange by the Company of definitive Coupon Bonds or definitive Registered Bonds for temporary Bonds ( which exchange the Company shall make on request of, and without charge to, the holder of temporary Bonds, when definitive Bonds are ready for delivery) such temporary Bond or Bonds and any unma-tured coupons appertaining thereto shall be canceled by the Trustee, When and as interest is paid upon any unregistered temporary Bond without coupons, the fact of such payment shall be noted thereon and interest due on any temporary Bond which is represented by a coupon shall be paid only upon presentation and surrender of such coupon for cancellation. Unregistered temporary Bonds without coupons of any series shall bear interest from the beginning of ,he interest period for Bonds of that series during which such unregistered temporary Bonds without coupons were authenticated. The holder of one or more tempo*

rary Bonds may surrender and exchange them for cancellation in bearer form with all unmatured coupons, if any, appertaining thereto, or, if registered, accompanied by a written instrument or instruments of transfer, if required by the Company, duly executed by the registered holder or by the duly authorized attorney of such holder, at the office or agenc:r of the Company design?-ted by it, and shall be entitled to receive a temporary Bond or Bonds of the same series of like aggregate principal amount of such other dcr:ominations as may be specified in a Supple-mental Indenture or a Board resolution.

Section 2.09. Upon receipt by the Company and the Trustee of Repl*~m~R!

of stol*n, tctst, evidence satisfactory to them of the theft, loss, destruction or mutilation destro,~ or mutilated Bonds of any Outstanding Bond or the coupons appertaining thereto, and of

§i t.09 (con1.j, 2.19, J.01, J.O:Z, 3,03 22

  • ~ ' : ,'*. ' ,, > -~' * . .indemnity.satisfactory-to them, and upon payment, if the Company or the Trustee shall require it, of a reasonable charge and upon reimburse~

mcnt to the Company and the Trustee of all reasonable expense incident thereto, and upon surrender and cancellation of such Bond, if mutilated.

and the coupons appertaining thereto, if any, the Company may execute, and the Trostee shall thereupon authenticate and deliver, a new Bond of like tenor and of the same series with all unpaid coupons, if any, appertaining thereto in lieu of such stolen, lost, destroyed or mutilated Bond and coupons, if any, or if any such Bond or any coupon shall have matured or be about to mature, instead of issuing a substctuted Bond or coupon the Company may pay the same without surrender thereof. Any indemnity bond shall name as obligees the Company, the Trustee, and if requested by the Company, any paying agent.

Tru11tt'~ Section 2.10. ~o Bond shall be secured by this Indenture unless

<<ninc*tt

<>* Bonds there shall be endorsed thereon the certificate of the Trustee that it is one of the Bonds ( or temporary Bonds) of the series therein designated, herein described or provided for; and such certificate on any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered by the Trustee and when delivered by the Company will be secured by this Indenture.

ARTICLE III ISSUANCE OF BONDS BASED ON BoNDABLE PROP~RTY Bonds itsu.bt~ Section 3.01. The Trustee shall, from time to time, upon the on bo,i~ or Boodal>fo Pro~ny written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its

  • Secretary, an Assistant Secretary, its Treasurer or an Assistant Trea-surer, authenticate and deliver Bonds of one or more series, or any portion of a series, upon the basis of Bondable Propeny, but only in accordance with and subject to the conditions, provisions and limitations set forth in this Article Ill.

~o 8<>nd1 issuable on Section 3.02. No Bonds shall be authenticated and delivered at b,uis o( Dondtd 6ondable Property any time under this Article JI/ upon the basis of Bonded Bondable Property.

B<1nds iS$Uabfo Section 3.03. Bonds of any one or more series may be autheriti-10 SptCifie;I pon:cnlage or cated and delivered under this Article Ill in a principa! 2mount not

!londa'.)k Propem,

23 ~§ 3.03 (coot.), 3.04 exceeding 75% or the amount of Unbonded Bendable Property at the

""time ofsuch authentication and delivery. '

Section 3.04. No Bonds shall be authenticated or delivered under R<<i:uirtoh!nCs ror issuapoe this Article III by the Trustee upon the basis of Bomlable Property, until the Trustee shall have received the following:

(a) a Board resolution (i) requesting the Trustee to authenti- Board r,;~lution cate and deliver Bonds, (ii) amhorizing the Supplernental Inden-ture pursuant to which such Bonds arc to be issued, (iii) specifying the principal amount of Bonds to be authenticated and delivered, the .series thereof and any other matters with respect thereto required by this Indenture, and (iv) setting forth instructions for the delivery of such Bonds; (b) an Officers' Certificate stating that to the knowledge of Offi~ers' Ccnilkjir~

the signers of such Officers' Certificate none of the events which constitute or with a lapse of time would constitute a Default has occurred and is continuing; (c) an Engineer's Certificate, dated the date of such applica- Eo~nttr'i Ccrt,tlc:1t~

tion, stating:

(i) the amount, as of a date not more than 90 days prior to the date of such application, of Bondab1e Property made a basis for the application;

    • (ii) that all such Bondable Property is Bondable Propeny as defined in Sec:ion l.OJ{h);

(iii) that all such Bondable Property is desirable for use or is used in the proper conduct of the business of the Company; (iv) that such amount of Bondable Property, to the extent of the lesser of Cost or Fair Value, is not then Bonded;

{v) except as to Bondable Property acquired, made or constructed wholly through the delivery of securities, that the amount of cash fonning all or part of the Cost thereof was equal to or more than an amount to be stated in such Engineer's Certificate;

24 j J,1).1 ( C0!1L}

...* -* . * -* ( vi) a'. brief description, with respect to any Bondable Property acquired, made or constructed in whole or in part through the delivery of s::curitics, of the securities so delivered and stating the date of such delivery; (vii) that the Cost of such Bondable Property is a speci-fied amount and, except as to Bendable Property for which a statement is to be made in an Independent Engineer's Certifi-cate as provided in Section 3.04 {d}. that the Fair Value of such Bondable Property as of a date not more than 90 days prior to the date of such application is a specified amount;

( viii) the amount required to be deducted in respect of Bondable Property under Section l.03(h) (iii) (A) and the amount elected to be added under Section l.03(h) (iii) (B);

(ix.) what part, if any, of such Bendable Property includes property which within six months prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and showing whether or not the Fair Value thereof as of a date not more than 90 days prior to the date of such application is less than S25,000 and whether or not such Fair Value is less than 1% of the aggregate principal amount of the Bonds Outstanding at the date of such application; and (x) that the easements, restrictions, exceptions, reserva-tions or rights, if any, of the character const1tuting Permissible Encumbrances, to which Bondable Property is subject, and the defects, irregularities and deficiencies in titles of the character so permitted of any property or rights of way included in such

.Bondable Property do not materially impair the use of such property or rights of way for the purposes for which the same are held by the Company; lo4op,cnd*nt (d) in case any Bondablc Property is shown by the Engineer's Et12i11e,e1's CtrtifieA!C Certificate provided for in Section 3.04 ( c) to include property which within six momhs prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and such certificate does not show the Fair Value thereof, as of a date not more than 90 days prior to the date of such application, to be less than $25,000 or less

25

§ 3.0,i (conL)

. * ***** --* * . than 1% of the.aggregate principal amount of the Bonds Outstand-ing at the date of such application, an Independent Engineer's Certificate stating as to such Boridable Property and (at the option of the Company) as to any other Bondable Property included in the Engineer's Certificate provided for in Section 3.04 {c), that the then aggregate Fair Value thereof, as oi a date not more than 90 days prior to the date of such application. in the opinion of the signer of such Engineer*s Certificate is a specified amount, and the Fair Value in the opinion of such signer of any Bendable Property so used or operated which has been subjected to the Lien of this Indenture since the commencement of the calendar year which includes the date of such application, as a basis for the authentica-tion and delivery of Bonds, and as to which an Independent Engineer's Certificate has not previously been furnished to the Trustee; (e) in case any Bondable Property is shown by the Engineer's Apprni~t's c~rtifimt, Certificate provided fo= in Section 3.04(c) to have been acquired, made or constructed i:i whole or in part through the delivery of securities, an Appraiser's Certificate stating the opinion of the signer of such Appraiser's Certificate of the fair market value in cash of such securities at the time of delivery thereof in payment for or for the acquisition of such Bendable Proper:y ( which Appraiser shall be Independent in the event such fair market value of such securities and of all other securities made a basis for the authentica-tion and delivery of Bonds, the withdrawal of cash or the release of Mortgaged Property or securities under this Indenture since the commencement of the calendar year which includes the date of such application, as set forth in the Appraiser's Certificate required pursuant to this Section 3.04 ( e), and any similar Appraiser's Certificates pursuant to this Section 3.04 (e) or any other Section of this Indenture, is i 0% or more of the aggregate principal arnc.:mnt of Bonds Outstanding at the date of such application, unless such fair market value of such securities, as set forth in such Appraiser's Certificate, is, in each case, less than $25,000 or less than 1% of the aggregate principal amount of Bonds Outstanding at the date of such application);

(f) an Opinion of Counsel stating the opinion of such Opinion or Coun,;el Counsel:

26

§ J.04 (<'.<>nt.)

{i) to _the effect that (except as to paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous charac-ter) this Indenture is, or upon the delivery of, and/ or the filing and/ or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said Opinion of Counsel. will be, a lien on all the Bondable Property made the basis of such application, subject to no lien thereon prior or equal to ,he Lien of this lndcnture, except Permissible Encumbrances, and that the Company has the right to remove any such Bondable Property which is located on any leasehold or which is on property as to which the Company has an easement, prior to or upon the termina-tion of such leasehold or easement, without compensatton or other remuneration and free of any lien prior or equal to the Lien of this Indenture, except Permissible Encumbrances; (ii) to the effect that the Com-pa'l'\y hal'> corporate author-ity to operate the B0ndab1e Property in respect to which such application is made; and (iii) as to the general nature and extent of any Prior Liens existing upon any of such Bondable Property, and the principal amount of the then outstar:ding Prior Lien Bonds secured thereby, if any; further (g) an Opinion of Counsel stating the opinion of such Coun-OpinioD O(

CounScl sel to the effect that:

(i) such issue of the Bonds has been duly authorized by the Company; and (ii) such issue of the Bonds has been duly authorized by any and all governmental authorities che consent of which is requisite to the legal issue of such Bonds, specifying any official orders or certificates, or other documents, by which such consent is or may be evidenced, or that no consent of any governmental authorities is requisite; lnm1.1m~n15 (h) copies of the instruments of conveyance, assignment and of Con,e.:,ance1 de. transfer, if any, specified in the Opinion of Counsel provided for in Section 3.04 (f);

27

§§ J,04 (coat.), ).ll5, 4.01

  • '**** (i)**"copies of' the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 3.04 (g);

and (j) if, in order to render the Opinion of Counsel provided for Ad'di<ional

,~~uined in Section. 3.04 (!} or Section 3.04 {g), counsel shall deem it neces- bf<c1Urt$<ll sary that additional facts or matters be stated in the Engineer's Certificate provided for in Sectio,z J.04/c), then such Engineer's Certificate may state all such additional facts or matters as such counsel may request.

Section 3.05. The Cost or Fair Value of any Bondable Property and De(ermination of Co:11 ar the fair market value in cash of any securities delivered in payment P11ir Value therefor or for the acouisition thereof and the amounts of any deductions and any additions m~de in respect of Bondable Property pursuant to Section !.03(h) (ii) or Section 1.03 (hJ (iii} shall be determined for the purposes of this Article Ill by the certificates provided for in Section 3.04; in I.be c.1se of Bondable Property subject to a Prior Lien, the Fair Value of such Bendable Property shall be determined as if such Bendable Property were free of such Prior Lien.

ARTICLE IV ISSUANCE Of BONDS BASED ON RETl!lED BONDS PREVIOUSLY OUTSTANDING Sec1ion 4.01. The Trustee shall, from time to time, upon the written P..equiKmc111s for ls.susn~

order or orde,s of the Company signed by its Chairruan of the Board, Chief Executive Officer, President or a Vice-President and its Sec-.retary,

. an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenti-cate and deliver Bonds of one or more series, or any portion of a series, in a principal amount equal to and on the basis or the principal amount of any Retired Bonds, but only after the Trustee shall have received the following:

(a) the Board resolution provided for in Section 3.04{a);

(b) the Officers' Certificate provided for in Section 3. 04 ( b);

( c) an Officers' Certificate stating that Bonds theretofore Further Oflkc..s' authenticated and delivered under this Indenture of a specified Certific210 principal amount (not less than the principal amount of Bonds for

28

§§ .{.0 I ( co ot.J, *M2., .t,OJ, S.O I

  • which such request for authentication and delivery is made*undcr this Section 4.0[}, have been Retired or concurrently with the authentication and delivery of the Bonds requested w[II be Retired or surrendered to the Trustee for cancellation (otherwise than upon exchanges or transfers of Bonds) or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof is then held by or will be depos-ited with the Trustee concurrently with the authentication and delivery of the Bonds requested, with irrevocable direction to apply such cash or :he proceeds of such Governmental Obligations to such purchase, payment, retirement or redemption (provided that, in the case of redemption, the notice required by Article IX shaH have been given or provided for to the satisfaction of the Trustee),

prior to or concurrently with the authentication and delivery of the Bonds so requested, and further stating that no part of such principal amount of Bonds has theretofore been Bonded.

OpinioJI of (d) the Opinion of Counsel provided for in Section 3.04(g);

CouniKl and Furtbu ( e) copies of the certificates, or other documents, if any, Certificate.~. ete.

specified in the Opinion of Counsel provided for in Section 4.01 {d).

Coupon hflnds Sacrion 4.02. Any and all Coupon Bonds delivered to the Trustee dcli1~rtd MUSI hnc att*<h<:d pursuant to this Article IV shall have attached thereto all unmatured CO<lfl'lOS coupons appertaining thereto.

No h<1ods i,s11*bl~ Section 4.03. No Bonds shall be authenticated and delivered at any on b,isi, o(

Bonded lJonds time under this Articfe IV upon the basis of Bonded Bonds.

ARTICLE V ISSUANCE. OF BONDS BASED ON DEPOSIT OF CASH WITH TRUSTEE R<quiNments for Section 5.0 J. The Trustee shall, from time to time, upon the isst1,nc:c written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Trea-surer, authenticate and deliver Bonds of one or more series, or any portior. of a series, upon deposit with the Trustee by the Company of cash equal to the aggregate principal amount of the Bonds so requested

29

§§ S.Ol (cant.), s.az. 6.01

  • to be authenticated and delivered but cnly after the T rustcc shall have received; (a) the Board resolution provided for in Section 3.04(a);

(o) the Officers' Certificate provided for in Sec!ion 3.04 ( b); 01lkei-s' c~rtilieute

( c) the Opinion of Counsel provided for in Section 3.04 (g); Opinion a(

C~un~I and

( d) copies of the certificates, or other documents, if any, fut1!rer Cutific:atllS.

specified in the Opinion of Counsel provided for in Section 5.01 ( c). C(C.

Section 5.02. All cash deposited with the Trustee under SectiOfl Witbdm,.al t>f o,sb d*lk!$ite<I 5.0! shall be held by the Trustee as part of the Mortgaged Property, and umder may be withdrawn from ti:ne to time by the Company in accordance Section 5.01 with Article XI.

ARTICLE vr ISSUANCE OF BONDS BASED 01'.' PRIOR. LIEN BONDS Section 6.01. Subject to Section 6.02, the Trustee shall, from time ~-l~n,onrs for l!\$UOJ\CC to lime, upon the written order or orders of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice-President a11d its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenticate and deliver Bonds hereunder in one or more series, or any portion of a series, equal to the principal amount of Prior Lien Bonds purchased or acquired by the Company and deposited witli the Trustee or Retired after December l, 1986, but only after the Trustee shall have received the following:

(a) the Board resolution provided for in Section 3.04 (a); Board nv,lucion (b) :he Officers' Certificate provjded for in Section 3.04{b);

( c) the Opinion of Counsel provided for in Section 3.04 (g); Opin!un of Coun<<-1

( d) copies of the certificat~s or other documents, if any, Further Ctrtiflait,s, etc.

specified iii the Opinion of Counsel provided for in Section 6.01 (c};

30

§§ 6.01 (con!.), 6.0?, 7.0!, 7J)?

.,f"rtlt<!r .. --* (e) *an Officers'- Certificate stating that Prior Lien Bonds of a Office"

C,rtifi,:,,tc specified amount (notless than the principal amount of Bonds for which such request for authentication and delivery is made under this Section 6_01) have been Retired or, concurrently with the authentication and delivery of the Bonds requested, will be Retired or purchased or acquired b~' the Company and deposited with the Trustee, or paid, retired, redeemed, canceled or otheiwise discharged, or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof are then held by or will be deposited with the trustee or mortgagee under the Prior Lien securing such Prior lien Bonds concurrently with the authentication and delivery of the Bonds requested, and further stating lhal the principal amount of such Prior Lien Bonds are not Bonded, accompanied by such Prior Lien Bonds purchased or acquired by the Company, or a certificate of the trustee or mortgagee under such Prior Lien stating that such Prior Lien Bonds have not been used as a basis for the issuance of Prior Lien Bonds pursuant to such Prior Lien and that such Prior Lien Bonds hase been Retired or purchased, paid, retired, redeemed, canceled or otherwise discharged, or that provision for such purchase, payment, retirement, redemption, cancellation or other discharge satisfactory to such trustee or mortgagee has been made, including the depo.sit of any necessary money or Governmental Obligations wtth such trustee or mortgagee_

,\'o Bonds issuable Section 6.02. No Bonds shall be authenticated and delivered at any on hasis of llond*J Pno, time under this Article VI on the basis of Bonded Prior Lien Bonds.

Uen Bond's ARTfCLE vrr COVENANTS Of THE COMPANY l'aymtnt Section 7.01. The Company will duiy and punctually pay the o>J ?rindp*I

    • d iol'~>I principal of, premium, if any, and interest on all Outstanding Bonds at the times and places and in the manner provided for in the Bonds, any coupons appertaining thereto and this Indenture.

Poi~don, Section 7.02. On the date of the execution of this Indenture the m:11intr,.na.nw of lien Company is !awfully seized and possessed of all the Mortgaged Property and rigbl in existence on such date, free . and clear of all liens other than lo ITTl)rtg:i~e Permissible Encumbrances; the Company will maintain and preserve the Lien of this I ndenturc so long as any Bond is Outstanding subject to its right to create Prior Liens which are Permissible Encumbrances; and

31

§§ 7.(i2 {cont.), '7.03, 7,04, 7.0S

-~*-* \,'-*** * ~-thii *company has *good tight and Ja'-"'ful authority to mortgage the Mortgaged Property, a5 provided in and by this Indenture.

Section 7.03. The Company will, subject to Article Xlll, at all times maintain its corporate ex.istence and right to carry on business, and duly procure all renewals and extensions thereof, if and when any shall be necessary.

Section 7.04. Whenever necessary to avoid or fill a vacancy in the office of Trustee, the Company will in the manner provided in Section 14.14 appoint a Trustee so that there shall be at all times a Trustee which sl,aH at all times be a bank or trust company having its principal office and place of business in the United States of America and a corporation or association organized and doing business under the laws of the United States or of any State or the District of Columbia, with a combined capital and surplus of at least Twenty Million Dollars (S20,000,000), and authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by Federal, State or District of Columbia authority.

Section 7.05. The Company will cause this Indenture and all Rrcon!acion ofladt*lun:

Supplemental Indentures or notices in respect thereof to be promptly recorded and filed and rerecorded and refiled in such manner and in sueii places, as may be required by law in order folly to preserve and protect the security of the Bondholders and all rights of the Trustee, and will deliver to the Trustee:

(a) promptly after the execution and delivery of this Inden- Oploiqo of Counscl ture and of each Supplemental Indenture, an Opinion of Counsel either stating that in the opinion of such counsel this Indenture or such Supplemental Indenture or notice in respect thereof has been properly recorded and filed, so as to make effective the Lien of this Indenture intended to be created hereby, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make the Lien or this Indenture effective. It shall be a compliance with this Section 7.05(a) if (i) such Opinion of Counsel states that this Indenture or such Supplemental Inden-ture or notice has been received for record or filing in each jurisdiction in which it is required to be recorded or filed and that, in the opinion of such counsel (if such is the case), such receipt for recording or fiJing makes. cffective the Lien of this Jndcnture

1 32

§§ 1.(15 {*MAI,), 1.~

..* .. * * *intended to be created thereby, and (ii) 5uch Opinion of Counsel is delivered to the Trustee within such tirne, following the date of the execution and delivery of this Indenture or such Supplemental Indenture, as shall be practkable having due regard to the number and distance of the jurisdictions in which this Indenture or suclt Supplemental [ndenture is required to be recorded or filed; and

,\nnual ( b) on or before December 1 of each year, beginning 1987, an rt'loiremtnu Opinion of Counsel either stating that in the opinion of such counsel such action has been taken, since the date of the most recent Opinion of Counsel fumished pursuant to this Section 7.05 ( b) or the first Opinion of Counsel furnished pursuant to Section 7. 05 (a), with respect to the recording, filing, rerecording, and refiling of this Indenture and each notice with respect thereto and of each Supplemental fndenture, as is necessary to maintain the Lien of this Indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien.

Paying Ag,nts Section 7.06. (a) If the Company shall appoint one or more paying agents other than the Trustee, the Company will cause each such paying agent to {i) execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to this Secrion 7.06 ( a) (i), that such paying agent shall hold in trust for the benefit of the Bondholders or the Trustee all sums held by such paying agent for rhe payment of the principal of, premium, if any, and interest on the Bonds~ Md' (ii) that such paying agent shall give to the Trustee norice of any default by the Company in the making of any deposit with it for the payment of the principal of, premium, if any, or interest on the Bonds, and of any default by the Company in the making of any such payment; such paying agent shall not be obligated to segregate such sums from other funds of such paying agent except to the extent required by law or unless otherwise directed by the Company.

(b) If the Company acts as its own paying agenr, t11e Com-pany wm, on or before each installment of principal cf, premium, if any, or interest on the Bonds is required to be paid, set aside and segregate and hold in trust for the benefit of the Bondholders or the Trustee a sum sufficient to pay such principal, premium or interest

33 §§ 1,IJ6 {(On(.), 7.07, 7.0!!. 7.1)9

.......

  • on -the. Bonds.and will notify the Trustee of such action, or of any failure to take such action.

(c) Anything in this Section 7.06 to the contrary r.otwith- Companymlly c:l4$e $Uffl$

standing, the Company may at any time, for the purpose of beld by ptyin~

obtaining a release or satisfaction of this Indenture or for any other agent lo Ii;,

paid 10 Ttu$tee reason, pay or cause to be paid to the Trustee ail sums held in trust by the Company or any paying agent as required by this Section 7.06, such sums to be held by the Trustee upon the trusts contained in this Indenture.

( d) .Anything in this Section 7.06 to the contrary notwith- This s~t,on subject to standing, the holding cf sums in trust as provided in this Section Section 18.0?

7.06 is subject to Section 18.02.

Section 7.07. The Corr.pany will pay all taxes and assessments and Paymt"nt of Ulxes other governmental charges lawfully levied or assessed upon the Mort.M gaged Property, any income from the Mortgaged Property, or the interest of the Trustee in the Mortgaged Property, before the same shall result in the attachment of a lien on the Mortgaged Property and will use its best elforts duly to observe and conform to all valid requirements of any governmental authority relative to any Mortgaged Property, and all covenants, terms and conditions upon or under which any Mortgaged Property is held; provided, however, that nothing in this Section 7.07 shall require the Company to use its best efforts to observe or conform to any requirement of any governmental authority or to cause to be paid or disc:iarged. qr to make provisions for, any such lien or charge, or to pay any such tax, assessment or govemmentaI charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings.

Section 7.08. The Company will execute and deliver such Supple- lnllruut*nU or turibtr mental Indenture or Indentures and such further instruments and do a~uri1ns:e such further acts as may be nccessaiy or proper to carry out more effec-tually the purposes of this Indenture and to make subject lo the Lien of this Indenture any property (other than Excepted Property) hereafter acquired and intended or required to be so subject.

Section i.09. The Company will keep proper books of record and Bl>Qk5 of l'<l<ord account, in which full and correct entries shall be maq.e of all dealings or a*J a<<ount transactions of or in relation to the Bonds and the business, properties and affairs of the Company in accordance with Generally Accepted

34 H 7.09 (con!.), 7.Hl, 7.11 Accounting,.Principles .. The Company will furnish to the Trustee any and ail information as the Trustee may reasonably request with respect to the performance by the Company of its covenants in this Indenture.

Maintenanc* Section 7.10.

  • The Compan)' will cause the Mortgaged Property to of Mortgag~

Pro11ttty be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made alI necessary repairs, renewals, replacements, betterments and improve-ments thereof, all as in the judgment of the Company may be necessary so that the business carried on by the Company with the Mortgaged Property may be properly conducted at all times; provided, however, that nothing 1n this Section 7.10 shall prevent the Company from discontinu-ing the operation and maintenance or any Mortgaged Property if, in the judgment of the Company, sucb discontinuance is desirable in the conduct of its business, and, in the judgment cf the Company, is not in any rnat~rial respect adverse to the Bondholders.

tnsuranco Section 7.11. (a) The Company will keep or cause to be kept all the Mortgaged Property insured with reasonable deductibles and reten-tions against'loss by fire to the extent that property of similar character is usuaUy so insured by companies similarly situated and operating like properties, by insurance companies which the Company believes to be reputable; or the Company will, in lieu of or supplementing such insurance in whole or in pan, adopt some other method or plan of protection or, alone or in conjunction with any other Person or Persons, create an insurance fund to protect the Mortgaged Property against loss by fire. ***

Pm..eds (b) Proceeds of any insurance or alternative method or plan l',id to ComJ)any of protection of the Company against losses of the kind specified in Section 7. J J ( a) shall, at the option of the Company, be paid to the Company, and the Company shall be under no obligation to use such proceeds to rebuild or repair damaged or destroyed Mortgaged Property to the extent that the value of all of the Mortgaged Property after the damage or destruction of Mortgaged Property with respect to which such proceeds are payable equals or exceeds an amount equal to 133~:;% of the sum of the principal amount of Outstanding Bonds and Prior Lien Bonds outstanding, upon receipt by the Trustee of:

35

§ 7.11 (~onl.)

.... * * *-- (i) *an Engineer's Certificate stating that the Fair Value £ngi~tcr'<

Ctrtifi.-.1t of the Mortgaged Property remaining after such damage or destm::::tion of Mortgaged Property is a specified amount; and

{ii) an Accountant's Certificate stating that the value of Ac;ount1tnt's C<<tilkale all of the Mongaged Property, as certified in the Engineer's Certificate provided for in Section 7. I I ( b) ( i) equals or exceeds an amount equa! to 133 WYo of the sum of the principal amount of Outstrtnding Bonds and Prior Lien Bonds outstand-ing.

( c) If tbe value of all of the Mortgaged Property after such Ir ,'1,fortgaged Property Mi equu l damage or destruction of Mortgaged Property does not equal or co 13311% Q(

exceed an amount equal to 133\.'J% of the sum of the principal Bonds and Prior Li*n Bonds, amount of Outstanding Bonds and Prior Lien Bonds outstanding, pto<ffil s PA)1ti>I~

lo "fru.1,IH' (i) the proceeds of such insurance paid with respect to any such loss shall be made payable to the Trustee, as the interest of the Trustee may appear, or to the trustee or other mortgagee under any Prior Lien upon the Mortgaged Property so destroyed or damaged, if the terms of such Prior Lien require such losses so to be made payable; and (ii) if the Company shall adopt such other method or plan, it will pay or cause to be paid to the Trustee on account of any loss sustained because of the destruction or damage of an,* Mort-gaged Property by fire, an amount of cash equal to such Joss less any amount otherwise paid to the Trustee, or to the trustee or other mortgagee of any such Prior Lien upon the Mortgaged Property so destroyed or damaged, if the terms of such Prior Lien require such losses so to be paid. Any amounts of cash so required to be paid by the Company pursuant to any such method or plan shall for the purposes of this Indenture be deemed to be proceeds of insurance.

(d) All moneys paid to the Tnistee 'by the Company or Coml"'nY ttimbu..scd received by the Trustee as proceeds of any insurance shall, subject for repair.;

to the requirements of any Prior Lien, be held by the Trustee and, subject to such requirements, shall be paid by the Trustee to the Company to reimburse the Company for an equal amount spent for the purchase or other acquisition of property which becomes Mortgaged Property at the time of such purchase or acquisition, or in the rebuilding or renewal of the Mortgaged Property destroyed or damaged, upon receipt by the Trustee of (i) an Officers' Certificate

36

§§ 7.l l (conr.), 7.!2

.requesting such reimbursement, (ii) an Accountant's Certificate stating the amounts so spent and the Cost of any Mortgaged Property so purchased or acquired, (iii) an Engineer's Certificate stating the nature of such rebuilding or renewal and the Fair Value of- the Mongaged Property so rebuilt or renewed, and (iv) an Opinion of Counsel to the effect that the Mortgaged Property so purchased, rebuilt or renewed is subject to the Lien of this Inden-ture to the same extent as was the Mortgaged Property so destroyed or damaged.

Witbdr.,w*l or (e) Any moneys not applied in accordance with Section procu<ls u n<ler Swion 11.01 7. I I (d} within 18 months after the receipt of such moneys by the Trustee, or in respect of which notice in writing of the intention of the Company to apply such moneys to the work of rebuilding or renewal then in progress and uncompleted shall not have been given to the Trustee by the Company within such 18 months, or which the Company shall at any time notify the Trustee is not to be so applied, shall thereafter be withdrawn, used or applied in the manner, to the extent and for the purposes and subject to the conditions ln Section ll.Ol.

Amm4l (f) There shall be delivered to the Trustee, on or before Requirtrnent December 1 of each year and also whenever the Trustee shall make request therefor, a detailed sttHement, signed by the Treasurer or an Assistant Treasurer of the Co'mpany, of any fire insurance policies then . . outstanding and in force upon any Mortgaged Property, including, or by reference to former statements including the names of the insurance companies which have issued such policies and the amounts and expiration dates thereof, together with a detailed statement, signed by the Treasurer or an Assistant Treasurer of tbe Company, of any alternative method or plan of protection, if any.

fs,uan(e of nm Section 7.12. So lor1g as any Bonds arc Outstanding, the Company

\lorig,g~ 8uod, will not (a) issue additional 1946 Mortgage Bonds except to replace any

. mutilated, lost, destroyed or stolen 1946 Mortgage Ilonds or to effect exch.:rnges and transfers of 1946 Mortgage Bonds or (b) subject to the lien of the 1946 Mortgage any property which is "excepted property" as defined in the 1946 Mortgage; and as soon as practicable after the Company shall be entitled to the release and discharge of record cf the 1946 Mortgage, the Company shall procure and record or file all such

37

~§ 7,ll (cont.), 7,13, S.Ol, 8.()l

.., ........ certificates, "sfafoinents* *and* other documents as in an Opinion of Counsel are necessary or desirable to release and discharge the 1946 Mortgage and the lien thereof.

Section 7. i 3. Upon default of the Company so to do, the Trustee Paymencs IJ} Trust~

may, but shall not be obligated to, make any payment which the Company in this Indenture agrees to make, and the Company covenants and agrees that it will repay to the Trustee any and all moneys which the Trustee shall so pay.

ARTICLE VIII PRIOR LIEN BONDS DEPOS!l'ED \VlTH TRUSTEE Section 8.01. Each Prior Lien Bond in coupon form deposited with R""luil'1'm*nls upon d*p..sit the Trustee shall have all unmaturcd coupons attached when so depos~ qf Priot itcd, or shall be accompanied by evidence satisfactory to the Trustee Li~ Bond, that the discharge of such Prior Lien may be obtained without the production of any such coupon or coupons which may be missing; and each Prior Lien Bond so deposited shall remain uncanceled. Each Prior Lien Bond in registered form deposited with the Trustee shall be in bearer form or accompanied by appropriate instruments of transfer, and the Trustee may cause any or all registered Prior Lien Bonds deposited under this Article VIII to be registered in its name as Trustee, or other-wise, or in the name or names of its nominee or nominees.

. Section 8.02. AU Prior Lien Bonds received by the Trustee under D1sp<11i1ion or principal or this Article VIII shall be held as part of the Mortgaged Property for the Md iolt1'1!$I on protection and further security of the Bonds. Except during the continu- PriorLkn Bonds ance of a Default, no payment of principal of, or premium, if any, or interest on any Prior Lien Bond, for w:iich the Company is the obliger, held by the Trustee shall be made or demanded and the coupons thereto appertaining as they mature shall be canceled by the Trustee and delivered to the Company. Except during the continuance of a Default, all cash received by the Trustee (a) on accoum of the principal of, or premium, if any, or interest on any Prior Lien Bond, or (b) by reason of the sale or deHvery of any Prior Lien Bond pursuant to any sinking fund or analogous fund or other simifar device for the reiirement of Prior Lien Bonds, shall be paid by the Trustee to the Company.

38

§§ 8.03, !t.04, 8,05 Surrender or Prior Section 8.03. (a) Except during the continuance of a Default, the lien l!onds Trustee, on the written request of the Company, shall cause any Prior Lien Bonds held by it under this Article VIII to be canceled, and the obligation thereby evidenced to be satisfied and discharged. Upon similar request the Trustee shall sell (on .mch tenns as the Company shall designate) or surrender any Prior Lien Bonds held by it subject to

  • this Article Vl/! to the trustee or other holder of the Prior Lien which secures such Prior Lien Bonds to be held uncanceled for the purposes oi any sinking or analogous fund or other similar device for the retirement of such Prior Lien Bonds, provided, however, that if all of the property securing any Prior Lien Bonds deposited with the Trustee under this Article V/il shall have been released from the Lien of this Indenture, such bonds as shall thereupon cease to be Prior Lien Bonds and shall be surrendered forthwith by the Trustee to the Company upon its written request.

(b) Prior to any sale or surrender of Prior Lien Bonds by the Trustee in accordance with Section 8.03 (a), there shall be delivered to the Trustee, an Appraiser's Certificate, made and dated not more than 90 days prior to the date of the Company's request for such sale or surrender, stating the fair market value in cash, in the opinion of the signer of such Appraiser's Certificate, of the Prior Lien Bonds to be sold or surrendered, and an Officers' Certificate stating that, in the opinion of the sign-ers of such Officers' Certificate, the release thereof win not impair the securiry under this Indenture.

(c) Any cash received by the Trustee upon the sale of Prior Lien Bonds pursuant to this Section 8.03 shall be held and applied in accordance with Article XI.

£>:t<nfi*n o( Section 8.04. On the request of the Company as evidenced by an m~turit,r of Prior u~n Officers' Certificate, the Trustee shall permit the extension of the Bands maturity of and/or any other modification of any Prior Lien Bonds held by the Trustee subject to this Artlcle Vlll and/or any modification of any Prior Lien.

Tn,s1c,:'~ rights Section 8.05. Upon the occurrence and during the continuance of a upon Otfault Default, the Trustee may exercise any and all rights of a holder with respect to the Prior Lien Bonds then held by it under this Article VIII or may take any other action which shall in its judgment be desirable or necessary to avail itself of the security for such Prior Lien Bonds.

39

§§ 9,0 I, 9,02 ARTICLE rx REDEMPTION Of BONDS Section 9.01. Any Outstanding Bonds which are, by their terms, c~rbin Roods mle.-mabl4 redeemable before maturity, at the option of the Company or pursuant to the requirements of this Indenture, may be redeemed at such times, in such amounts and at such prices as may be specified therein and in accordance with this Article IX.

Section 9.02. (a) If less than all of the Outstanding Bonds of any Gentral pf11*isi\l11s and mechanics of series are to be redeemed, the particular Bonds to be redeemed shall be redemption selected by the Trustee from the Outstanding Bonds of such series which have not previously been called for redemption. by such method as the Trustee shall deem fair and appropriate, but special provisions for the selection of the particular Bonds to be redeemed within a particular series may be provided by a Supplemental Indenture.

(b) Unless otherwise provided as to a particular series of Bonds, Notk~ to Bondholder, notice of the intention of the Company to redeem any Bonds which are not Registered Bonds shall be given to the holders of such Bonds, by or on behalf of the Company, by publication in one Authorized Newspaper in the Borough of Manhattan, The City of New York, and in one Authorized Newspaper in the city in which the Trustee maintains its principal office and place of business, once at )cast 30 and not more than 40 days prioi to the date fixed for redemption. If less than all Bonds of any particular series are to be redeemed and unless otherwise provided as to a particular series of Bonds, the number of any Bonds to be redeemed shall be included in such notice and may be stated: individu-ally; in groups from one number to another number, both inclusive, except such as shall have been previously called for redemption or otherwise retired; or in any other way satisfactory to the Trustee.

(c) No notice of the intention of the Company to redeem Regis- Notice lo f,Je~nt Rtgislcrcd B,:m,1$

tered Bonds is required to be published in an Authorized Newspaper, but a copy of such notice shall be mailed to the holders of such Registered Bonds, not less than 30 nor more than 40 days before the date fixed for such redemption, at the last address appearing for each of such holders in the Bond register maintained pursuant to Secrion 1.06.

40

§§ *Ml (oont.), 9.03, 9.04

( d) If at the time of publication or mailing of any notice of redemption the Company shall not have irrevocably directed the Trustee m apply funds deposited with the Trustee or held by it and available to be used for the redemption of Bonds to redeem a!! the Bonds called for redemption, such notice may state that it is subject to the receipt of the redemption moneys by the Trustee before the date fixed for redemption and such notice shall be of no effect urtlcss such moneys are so received before such date.

F~ifu~ to give (c) Failure duly to give notice of the intention of the Company to notice shall 11<11

.. lfe.:t 111.lidity redeem any Bonds by publication and/or by mailing to the owner or or rtdomplion holder of such Bond shall nol affect the validity of the proce.edings for the redemption of any other Bond.

.Bonds du" on Section 9.03. Publication or mailing of the notice of redemption, if Ml*m?lion date required, having been completed as provided in Seer ion 9.02 ( b) or 9.02 (c) and the Company having before the redemption date specified in such notice deposited with the Trustee, and/or having irrevocably directed the Trustee to apply, from cash or Governmental Obligations held by it and available to be used for the redemption of Bonds, an amount in cash or the proceeds from such Governmental Obligations sufficient to redeem all of the Bonds called for redemption, including accrued interest, the Bonds called for redemption shall become due and payable on such redemption date .

Mon~ys for Section 9.04. All cash or Governmental Obligations held by the red~mption &tld in lrui!

  • Trustee for the redemption of Bonds shall, subject to Section 18.02, be held in trust for the account of the holders of the Bonds so to be redeemed, and shall be paid to them respectively, upon presentation and surrender of said Bonds, with (if required by the Company) all unma-tured coupons, if any, appertaining thereto; any coupons maturing on or prior to the date fixed for redemption .;;hall remain payable in accordance with their terms. On and after such. date fixed for redemption, if the cash for the redemption of the Bonds to be redeemed shall be held by the Trustee for the purpose, such Bonds shall cease to bear interest and shall cease to be entitled to the Lien of this Indenture and the coupons for interest, if any, maturing subsequent to the date fi::{ed for redemption shall be void.

41 H 9.05, 10.01, 10.02 Section 9.05. If any Registered Bond shall be called for redemption l'attfal redtmpH011 in part only, tbe notke of such redemption shall specify the principal or Ro11d R<1tis:tred amount thereof to be redeemed, and such Registered Bond shall be presented for cancellation properly endorsed for transfer at or after the date fixed for the redemption of said Bonds so called for redemption, and thereupon the payment with respect to said Bonds shall be made upon surrender of said Bonds so endorsed, and Coupon Bonds or Registered Bonds for the unpaid balance of the principal amount of the Registered Bonds so presented and surrendered shall be executed by the Company and authenticated and delivered by the Trustee without charge therefor to the holder thereof.

ARTICLE X

.POSSESSION, USE AND REU:ASE Of THE MORTGAGED PROPERTY Section 10.0 I. Tae Company shall be suffered and permitted to Coropany's possession possess, enjoy, use and operate the Mortgaged Property (except cash or and ui,,

securities paid to or deposited with or required by the express tenns of this Indenture to be paid to or deposited with the Trustee) and to take and use any and all tolls, rents, revenues, earnings, interest, dividends, royalties, issues, income and profits thereof, as if this Indenture had not been made, with power in the ordinary course of business to alter, repair, change and add to its buildings, structures and any or all of its plant and ectuipment, constructed or owned or hereafter constructed or acquired by the Company, and hereby granted, bargained, solci, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over or continued, to the Trustee, or intended so to be.

Section 10.02. The Company may at any time and from time to Achons withl1uc coo1cot or time, without any release or consent by the Trustee: Tn.i,1~

(a) sell or otherwise dispose of, free from the Lien of this Dis,,osition of mochin*Q',

Indenture, or abandon or otherwise retire, any machinery, equip- equ,pm<nt, imph:meoU or ment, implements or other similar property which is part of the olbtr timil*t Mortgaged Property and which, in the judgment of the Company, fll't)ptrt,(

shall have become old, inadequate, obsolete, worn out or unfit or unadapted for use in the Company's electric and steam generating, transmission and distribution operalions, or any dwellings or appur-tenant structures which, in the judgment of the Company, are unfit

42 5 IO.Ol (root.)

or unadapted for use in the Company's electric and steam generat-ing, transmission and distribution operations; Can<>,I nr ( b) cancel or make changes in or alterations of or substitu-chant" leaks tions for any and all leases; Chong~ or n:pair ( c) alter, change the location of, add to, repair and replace trsms:missiat\ and Jhtributiml any and all transmission and distribution lines, substations, machin-C<JYipmcn! ery, fixtures and other equipment; Caned, malt< ( d) cancel, make changes in or substitutions for or dispose of change~ tic..

10 right or way any and ail rights of way (including easements and licenses);

Surrt"ndu or ( c), surrender or assent to the modification of ai:y franchise a~nl to modific*tion (including in that term any ordinances, indeterminate permits, of francbi><! licenses or other operating rights, however denominated, granted by Federal, state, municipal or other governmental authority) under which the Company may be operating if, in the judgment of the Company, it is advisable to do so; Abamkm (f) abandon, or permit the abandonment of, the operation of Mortg*g<<I Property and any Mortgaged Property and surrender any franchises, as defined in sunt:nditr ln,nchi<.:s Sectio,r 10.02(e), under which such Mortgaged Property is oper-wbon d<~mtd siu,isQble ated, if, in the judgment of the Company, the operation of such Mortgaged Property and such franchises is not, under the circun1-stanccs, necessary or important for the operation of the remaining Mortgaged Property, or whenever the Company deems such aban-donment or surrender to be advisable for any reason; provided, however, that if the amount at which such property and all other properties so abandoned or surrendered during the same calendar year was originally charged to the fixed property accounts of the Company is 10% or more of the aggregate principal amount of the Bonds Outstanding immediately prior to such abandonment or surrender, there shall be furnished to the Trustee an Independent Engineer's Certificate to the effect that neither such operation nor such franchises are, under the circumstances, necessary or impor-tant for the operation of the remaining property of the Company or that such abandonment or surrender is advisable for some other specified reason, and in either case that such abandonment or surrender will not impair the security under this Indenture in contravention of the provisions hereof; and

43

§§ I 0.02 ( ,001.), JO.OJ (g) grant or convey rights of way and easements over or in Gr,nt or coo,cy rigats or respect of any real Mortgaged Propeny owned by the Company, w,,.y and tt.<emen!<

provided that such grant or conveyance will not, in the judgment of irProperty, t>*fort~ag<d oot the Company, impair the usefulness of such real Mortgaged Prop- impaif'M erty in the Company's electric and steam generating, transmission and distribution operations, and will not be prejudicial to the interest of the Bondholders.

Sectio11 10.03. Subject to Section JO.II, the Trustee shall release R,te,.s., or Mortg3l!..l Prop-,

from the Lien of this Indenture any Mortgaged Property if the Fair em if Bondln~

ratio It$! safi!lk-d Value of a!i of the Mortgaged Property (excluding the Mortgaged Property to be released but including any Mortgaged Property to be acquired by the Company with the proceeds of, or otherwise in connec-tion with, such release) equals or exceeds an amount equal to 133¥.;% of the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, upon receipt by the Trustee of:

(a) an Officers' Certificate, dated the date of such relea.c;e, Officer3' Ccrtiti011e requesting such release, describing in reasonable det2i! the Mort-gaged Property to be released and stating the reason for such release; (b) an Engineer's Certificate, dated the date of such release, Engin.,,r's Cernflc:itr stating {i) that the signer of such Engineer's Certificate has for re[""-<<<!

prOfl<!!tl)'

examined such Officers' Certificate in connection with such release, (ii) the'Fair Value, in the opinion of the signer of such Engineer's Certificate, of {A) all of the Mortgaged Property, and (B) the Mortgaged Property to be released, in each case as of a date not more than 90 days prior to the date of such release, and (iii) that in the opinion of such signer, such release will not impair the security under this Indenture in contravention of the provisions hereof; (c) in case any Bondab!c Property is being acquired by the Eng!nffr'$

Cer1iftc:,,.1c

. Company with the proceeds of, or otherwise in connection with, for acquiffil property such release, an Engineer's Certificate, dated the elate of such release, as to the Fair Value, as of a date not more than 90 days prior to the date of such release, of the Bendable Property being so acquired (and if within six months prior to the date of acquisition by the Company of the Bondabie Property being so acquired, such Bondable Property has been used or operated by a Person or

44 Ii§ 10.0J (ton!,), l0.04 Persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, and the Fair Value to the Company of such Bendable Property, as set forth in such Certificate, is not less than $25,000 and not less than 1% of the aggregate principal amount of Bonds at the time Outstanding, such certificate shall be an Independent Engineer's Certifi ca tc);

Acc-?unc2n1*s (d} an Accountant's Certificate, dated the date of such Ctniikare release, stating the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, and stating that the Fair Value of all of the Mortgaged P;operty (excluding the Mortgaged Property to be released but including any Bendable Property to be acquired by the Company with the proceeds of, or otherwise in connection with, such release) stated on the Engineer's Certificate filed pursuant to Section J0.03{c) equals or exceeds an amount equal to 13311!% of such aggregate principal amount; furtbcf (e) an Officers' Certificate, dated the date of such release, Offic.:"'

Ccrtifi~1t stating whether, and if so in what respect and to what extent, to the knowledge of the signers of such Officer's Certificate, there has occurred and is continuing a Default; and Opinion (f) an Opinion of Counsel, dated the date of such release, as l)f co~n~l to compliance with conditions precedent.

Roi~~ of Section 10.04. If the Company is unable to obtain, in accordance limited amouot nr Mottgaged with Section 10.03, the release from the Lien of this Indenture of Proptrty Mortgaged Property, subject to Section 10.11, the Trustee shall release from the Lien of this Indenture any Mortgaged Property if the Fair Value thereof, as shown by the Engineer's Certificate filed pursu*ant to Section J0.04 ( b), is less than 1/2 of 1% of the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, provided that the aggregate Fair Value of all Mortgaged Property released pursuant to this Section 10.04, as shown by all Engineer's Certificates filed pursuant to Section 10.04 ( b) in any period of 12 consecutive calendar months which includes the date of such Engineer's Certificate, shall not exceed l % of the aggregate principal amount of the Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, upon receipt by the Trustee of:

45

§§ I0.0-1 (coot,), l(UJS (a) an Officers' Certificate, dated the date of such release, requesting such release, describing in reasonable delail the Mort-gaged Property to be released and stating the reason for such release; (b) an Engineer's Certificate, dated the date of such release, Eogin<<r'$

C~ttificalc stating (A) that the signer of such Engineer's Certificate has examined such Officers' Certificate in connection with such release, (B) the Fair Value, in the opinion of the signer of such Engineer's Certificate, of such Mortgaged Property to be released as of a date not more than 90 days prior to the date of such release, and (C) that in the opinion of such signer such release will not impair the security under this Indenture in contravention of the provisions hereof;

( c) an Accountant's Certificate, dated the date of such i\cco11111anC'$

Cemliaitc release, stating the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, that l / 2 of l % of such aggregate principal amount does not exceed the Fair Value of the Mortgaged Property for which such release is applied for, and that 1% of such aggregate principal amount does not exceed the aggregate Fair Value of all Mortgaged Property released from the Lien of this Indenture pursuant to this Section 10.04, as shown by all Engineer's Certificates filed pursuant to Section J0.04{b) in such period of 12 consecutive calendar months.;

(d) an Officers' Certificate, dated the date of such release, Further

()ff!c,,~*

stating whether, and if so in what respect and to what extent, to the Certificate knowledge of the signers of such Officers' Certificate, there has occurred and is continuing a Default; and

( e) an Opinion of Counsel, dated the date of such release, as Opinion of Counsel to compliance with conditions precedent.

Section 10.05. (a) If the Company is unable to obtain, in accor- ((t[-or Mortgag.ed dance with Section JO.OJ, the release from the Lien of this Indenture of Property not Mortgaged Property which is not subject to a Prior Lien, subject to subj...:t lo a Prior Litn Sectio11 10.11 and on the basis of cash, Governmental Obligations, purchase money obligations, Bondabie Property acquired by the Com-pany with the proceeds of, or otherwise in connection with, such release,

i 10.os (cone.)

46 or the waiver of the right to the authentication and delivery of Bonds as described in Section 10.0S(a)(iii)(B), or a combination thereof, the Company may obtain the release of such Mortgaged Property from the Lien of this Indenture, and the Trustee shall release such Mortgaged Property from the Lien of this Indcmurc, upon receipt by the Trustee of:

Or!l<ecs' (i) an Officers' Certificate, dated the date of such release, C,rtifiale requesting such release, describing in reasonable detail the Mort-gaged Property to be released, stating the reason for such release and stating the amount and character of the proceeds to be received by the Company therefor; En;!ln<<r~:s (ii) an Engineer's Certificate, dated the date of such release, Certiii,atc stating (A) that Uie signer of such Engineer's Certificate has examined such Officer's Certificate in connection with such release,

( B) the Fair Value, in the opinion of the signer of such Engineer's Certificate, of the i\fortgaged Property to be released as of a date not more than 90 days prior to the date of such release, (C) the fair market value in cash, in the opinion of such signer (which opinion may be based on an Appraiser's Certificate), of any Governmental Obligations and purchase money obligations included in the consid-eration for such release and (D) that in the opinion of such signer such release will not impair the security under this Indenture in con-travcntion of the provisions hereof; (iii) (A) an aggregate amount of Governmental Obligations and purchase money obligations having a fair market value in cash as evidenced by an Appraiser's Certificate, cash and evidence of the acquisition by the Company of Bendable Property with the pro-ceeds of. or otherwise in connect:on with, such release (the amounc of such Bendable Property shall be the Fair Value thereof as of a date not more than 90 days prior to the date of such release, as evidenced to the Trustee by an Engineer's Certificate, dated the date of such release, and if within six months prior to the date of acquisition by the Company of the Bendable Property being so acquired such Bendable Property has been 'Jsed or operated by a Person or Persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, and the Fair Value to the Company of such Bendable Property, as set fortb in such Certificate, is not less than $25,000

47 and not less tban I% of the aggregate principal amount of Bonds al the time Outstanding, such certificate, shall be an Independent Engineer's Certificate), not less than the Fair Value of the Mort-gaged Property to be released, or to an aggregate amount equal to the proceeds to be received by the Company for the Mortgaged Property to be released, if such proceeds are greater than the Fair Value of such Mortgaged Property, or (B) an Officers' Certificate, dated the date of such release, waiving the right of the Company to the authenticatior. and delivery of an aggregate principal amount of Bonds up to the amount required by Sectr'on J0.05(a) (iii) (A), on the basis of the retirement of previously Outstanding Bonds under Article IV or Prior Lien Bonds under Article VI, together with all documents, instruments and opinions (other than Board resolu-tions) required to comply with Arric!e IV or Article VJ, as the case may be, or ( C), a combination of the items specified in Section 10.05(a) (iii) (A) and (BJ; (iv) in case any obligations secured by purchase money mort. Opinion or Coan;cl gage upon the Mortgaged Property to be released are included in the consideration for such release and are delivered to the Trustee in connection with such release, an Opinion of Counsel, dated the date of such release, stating that such obligations arc valid obliga-tions and that any purchase money mortgage securing such obliga-tion is closed and is, or upon record:ng or filing in designated places will be, sufficient to afford a valid lien upon the Mortgaged Property to be released from the Lien of this Indenture, subject to no lien prior thereto, except such liens, i( any, as shall have e.tlsted thereon immediately prior to such release as Permissible Encumbrances;

(\*) an Officers' Certificate, dated the date of such release, Furtbet Offi<<ri' stating whether, and if so in what respect and to what extent, to the C<<tilicatt knowledge of the signers of such Officers' Certificate, there has occurred and is continuing a Default; and (vi) an Opinion of Counsel, dated the date of such release, as Furtb~r Opini~n of to compliance with conditions precedent. c~ua:,,ol (b) Any purchase money obligations received or to be received by PordiaS<? money oblt;~tion lt<"<ittd the Trustee under this Indenture in consideration for the release of any in eon5idc.,.tlnn Mortgaged Property from the Lien of this Indenture by the Trustee, and for rdt*k the purchase money mortgage securing such purchase money obliga-

§§ 10.M (cont,), 10.()6 48 tions shall be released by the Trustee from the Lien of this Indenture and delivered or assigned to the Company, or as it shall request, upon payment by the Company to the Trustee of the unpaid principal of such purchase money mortgage and/ or of :he obligations thereby secured; the principal of any such purchase money obligations not so released shall be paid to or collected by the Trustee as and when such principal shall become payable, and the Trustee may take any action which in its judgment may be desirable or necessary to preserve the security of such purchase money mongage.

Cull (c) Any cash received by the Trustee pursuant to this Section

....:ti>N b~

lrust,c,c ~ I0.05 s.lw,H be held and applied in accordance with Article Xf.

Rdca~ of Section /0.06. (a) If the Company is unable to obtain, in accor-Mon:uged Pto~~<t)' dance with Section JO.OJ, the release from the Lien of this Indenture of subj<<t co a Mortgaged Property which is subject to a Prior Lien, subject to Section Prior Um I 0.1 l, the Trustee shall release such Mortgaged Property from the Lien of this Indenture if there has been or is being substitutec for such l\fortgaged Property, by delivery to the Prior Lien trustee, mortgagee or other holder of such Prior Lien and/ or to the Trustee, an aggregate amount of Governmental Obligations or purchase money obligations having a fair market value in cash as evidenced by an Appraiscr'.s Certificate, cash and evidence of Bondable Property acquired by the C::impany with the proceeds of, or otherwise in connection with, such release, or a combination thereof, not less than rhe Fair Value of the Mortgaged Property to be released from the Lien of this Indenture, upon delivery to the Trustee of:

Offic*rs' (i) an Officers' Certificate, dated the date of such release, c.nrncs1< requesting such release, describing in reasonable detail the Mort-gaged Property to be released, the Prior Lien to which such Mortgaged Property is subject, the amount of cash, Governmental Obligations, or purchase money obligations to be deHvered to the Prior Lien trustee, mortgagee or other holder of such Prior Lien and/or to the Trustee, or both, and any Bondable Property acquired by the Company with the proceeds of. or otherwise in connection with, such release, in each case in substitution for such Mortgaged Property, and stating the reason for such release; Opinion (ii) an Opinion of Counsel, dated the date of such release, or Countel that the Mortgaged Property to be released from the Lien of this

49

§ 10.06 (eoftt.)

Indenture is subject to the Prior Lien described in the foregoing Officers' Certificate, that, based upon documents received by such Counsel, the Company appears to have complied with all the terms and conditions for such release under such Prior Lien, and that any cash, Governmental Obligations or purchase money obligations deposited with the Trustee or the Prior Lien trustee, mortgagee or other holder of such Prior Lien, and any Bendable Property acquired by the Company with the proceeds or. or olherwise in connection with, such release, will also be subject to the Lien of this Indenture, subject only to snid Prior Lien and to Permissible Encumbrances; (iii) an Engineer's Certificate, dated the date of such release, Engin<<r's C*rtiflca<e for stating (A) that the signer of such Engineer's Certificate has rd,a~

examined such Officers' Certificate in connection with such release, pro~rty (B) the Fair Value, in the opinion of such signer, of the Mortgaged Property to be released as of a date not more than 90 days prior to the date of such release, (C) the Fair Value in the opinion of such signer (which opinion may be based on an Appraiser's Certificate) of any Governmental Obligations and purchase money obligations included in the consideration for such release and (D) that, in the opinion of such signer, such release will not impair the security under this Indenture in contravention of the provisions hereof; (iv) in case any Bondable Property is being acquired by the En1,inttr's Ctrtiliaito for Company, with the proceeds of, or otherwise in connection with, acquired such release, an Engineer's Certificate, dated the date of such l'CO!"'ltY release, as to the Fair Value, as of a date not more than 90 days prior to the date of such release, of the Bondablc Property being so acquired (and if withir: six months prior to the date of acquisition by the Company of the Bondable Property being so acquired, such Bondable Property has been used or operated by a Person or Persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, and the Fair Value to the Company of such Bendable Property, as set forth in such Certificate, is not less than $25,000 and not less than l % of the aggregate principal amount of Bonds at the time Outstanding, such certificate shall be an Independent Engineer's Certificate);

50

§ 10.06 (e<>nt.)

Cash,,,~. (v) (A) an aggregate amount of Governmental Obligations or purchase money obligations having a fair market value in cash as evidenced by an Appraiser's Certificate, and cash not less than the excess, if any, of (I) the Fair Value, as specified in the Engineer's Certificate described in Section I 0.06 ( a) (iii), of the Mortgaged Property to be released plus the amount, if any, by which the proceeds to be received by the Company for such Mortgaged Property are greater than the Fair Value of such Mortgaged Property over (II) the aggregate amount of Governmental Obliga~

tions and purchase money obligations having a fair market value in cash as evidenced by an Appraiser's Certificate, and cash paid over

  • to the trustee, mortgagee or other holder of such Prior Lien or the Trustee, and the Fair Value of Bendable Property set forth in the Engineer's Certificate provided for in Section 10.06/a)(iv); or (B) an Officers' Certificate waiving the right of the Company to the authentication and delivery of an aggregate principal amount of Bonds up to the amount required by Sectlon J0.06{a) (i,*) (A), on the basis of the retirement of previously Outstanding Bonds under Article JV or Prior Lien Bonds under Article VJ, together with all documents, instruments and opinions (other than Board resolu-tions) required to comply with Arcicle IV or Article VI, as the case may be; Furtru,r Opinion (vi) in case any obligations secured by purchase money mort-or Cgunsel gage upon the Mortgaged Property to be released are included ir.

the*considerat1on for such release and are delivered to the Trustee in connection with such release, an Opinion of Counsel, dated the date of such release, stating that such obligations are valid obliga-tions and that any purchase money mortgage securing such obliga-tion is closed and is, or upon recording or filing in desig:1ated places will be, sufficient to afford a valid lien upon the Mortgaged Property to be released from the Lien of this lndenture subject to no lien prior thereto, except said Prior Liens and such liens, if any, as shall have existed thereon immediately prior to such release as Permis-sible Encumbrances; f'un,er (vii) an Officers' Certificate, dated the date of such release, Otli~~*

C,nt1ka1~ stating whether, and if so in what respect and to what extent, to the knowledge of the signers of such Officers' Certificate, there has occurred and is continuing a Default; and

51

§§ 10.06 (cont.), 10.01 (viii) an Opinion of Counsel, dated the date of such release, F~rtbtr Opioiaa ofCouMCl as to compliance with conditions precedent.

{b) Any cash received upon the disposition of any Mortgaged C*sn paid to Trusl<Ml Property released from the Lien of this Indenture pursuant to thisSection I 0.06 and not deposited with the trustee, mortgagee or other holder of such Prior Lien, shall be paid to the Trustee and shall be held and applied in accordance with Article XI.

Section 10.07. In case (a) any Mortgaged Property shall be taken by exercise of the power of eminent domain, or by similar right or power, or if any governmental authority shall exercise any right which it may now or hereafter have to purchase or designate a purchaser of, or order the sale of, all or any Mortgaged Property, or in case of any sale or conveyance of Mortgaged Property in lieu and in reasonable anticipation of any such event, and (b) tbe Company is unable, or elects not, to obtain, in accordance with Section 10.03, the release from the* Lien of this Indenture of such Mortgaged Property, all net proceeds of each such t2.king, purchase or sale or, in case of a sale or conveyance in anticipation thereof, an aggregate amount of Governmental Obligations or purchase money obligations having a fair market* value in cash as evidenced by an Appraiser's Certificate, and cash, not less than the Fair Value, as of a date not more than 90 days prior to the date of such release, as evidenced by an Engineer's Certificate, dated the date* of such release, of the Mortgaged Property sold or conveyed, if greater than such net proceeds, together with all net sums payable for any damage to any Mortgaged Property by or in connection with any such taking, sale or conveyance, to the extent not deposited under a Prior Lien with the trustee, mortgagee or other holder of such Prior Lien, shall be deposited with the Trustee, to be held and applied in accordance with Articfe XI; and the Trustee (subject to Section 10. l l) shall release the Mortgaged Property so taken, sold or conveyed upon being furnished with:

(i) an Opinion of Counsel, dated the date of such release, to Opinioi: or Counsel the effect that such Mortgaged Property has been lawiully taken, sold or conveyed as aforesaid; or (ii) in case of any such sale or conveyance in anticipation of such taking, purchase or sale, a Board resolution to the effect that such sale or conveyance was in lieu and in reasonable anticipation of such taking, purchase or sale; and (iii) an Opinion of Counsel, dated the date of such release, as Further Opinion ofCou11~I to compliance with conditions precedent.

52

§§ l0.08, 10.00, 10.10, to.ti Su~,tiMC<I Section 10.08. All rights and property (other than cash) acquired P,o~rt)'

by the Company by exchange or purchase to take the place of, or in consideration for, any Mortgaged Property surrendered, modified, released or sold, under this lndenllue, shalt forthwith and without further conveyance, transfer or assignment become subject to the Lien of this Indenture; but the Company, at the request of the Trustee from time to time, or without such request to the extent necessary to comply with any applicable legal requirements for the full protection of the Trustee and the Bondholders, will grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over and confirm any and all such property to the Trustee, by proper deeds or other instruments, which the Company will duly reco~d and file, and rerecord and refile, in all places required for the proper protection of the Trustee and of the Bondholders, upon the trusts and for the purposes of this Indenture.

Recther, Section 10.09. In case a receiver or trustee of the Company, or of all Trums:,

~re. or a substantial part of the Mortgaged Property or business of the Company, shall be lawfully appointed, all acts or requests which the Company may do or make under the foregoing provisions of this Article X may be done or made by such receiver or trustee with the consent of the Trustee, which may give or withhold such consent from time to time in its uncontrolled discretion, subject to Section 14.0l and Section 14.02.

In case the Trustee shall be in possession of the Mortgaged Property under this Indenture, the Trustee in its uncontrolled discretion, withom any action or request by the Company or any receiver or trustee, and without .. hereby limiting any other right or power of the Trustee, may take any action authorized by this Indenture to be taken by the Company, by the Company and the Trustee or by the Trustee on the request of the Company.

Pu.tt.hllM:t ln Section 10.10. No purchaser i.n good faith of Mortgaged Property

~ocd fnirh purporting to be released under any of the provisions of this Article X shall be bound to ascertain the authority of the Trustee to execute the release or to inquire as to any facts required by the provisions hereof for the exercise of such authority, or to see to the application of any purchase money.

  • Su,P"ns.lon 11C Section /0.l l. {a) At any time when a Default has occurred and is rights in ta~

of default continuing or the Company is in default under any Prior Lien on any Mortgaged Property, the Company shall not have the right to exercise any privilege or to take any action pennitted by this Article X (except

53 U 1.0.11 (cont.), I I.OJ under Sections JO.OJ and /0.02) except to the extent that it shall have obtained the written consent of the Trustee; and the Trustee may, subject to Section 14.01 and Section 14.02, give or withhold such consent from time to time in its discretion.

(b) For purposes of this Section 10.ll, a Default shaUbe deemed to have occurred and be continuing upon the occurrence of any,of the events specified in Section 12.02 without awaiting the expiration of any period of grace or the giving of notice.

ARTICLE XI APPL!CATION OF FUl'JDS HELD DY TRUSTEE Section I I.OJ. (a) Unless the Company is in default in the payment Wiibdr.twltl or application or of any interest on any Bonds then Outstanding or any Default shall have mo11e,s beld occurred and be continuing, any cash received by the Tmstee pursuant byTrusltt to Section 5.01 shall be held by the Trustee and such cash, and any other cash which may be applied as provided in this Section 11.01:

(i) may be withdrawn from time to time by the Company Extent Co

,. bitb montys (A) in the case of cash deposited with the Trustee pursuant to may b<:

Section 5.01, to the extent of 75% of the lesser of the Cost or the withdrawn Fair Value of Unbonded Bondable Property Bonded, and (B) in the case of cash deposited with the Trustee pursuant to any other provision of this Indenture, to the extent of 100% of the lesser of the Cost or Fair Value of Unbonded Bendable Property Bonded, in each cas~ after making any deductions and additions in respect of Bondable Property pursuant to Section l.03(h) (ii) or (iii);

{if) may be withdrawn from time to time by the Company in When muney~

mayb;,

an amount equal to the principal amount of Bonds which the withdrawn Company shall have the right to have authenticated and delivered under Article JV or Article VI; (iii) may, upon the request of the Company, be applied by the May~

applitd to Trustee to the payment at maturity of any Outstanding Bonds or payment of Prior Lien Bonds or to the redemption of any Outstanding Bonds or Ou titan dine Bonds or Prior Lien Bonds which are, by their terms, redeemable, of such Prior Li*n Bond, series as may be designated by the Company; and/or (iv) may be used or applied to the purchase of Bonds; Mll}'t,.,

apptt.:d to provided, however, that none of such cash shall be applied to the purcka$e or BoQds payment of more than the principal amount of any Bonds so

54 H 11.01 (co,11.)

purchased, except to the extent that the aggrega.te principalamount of all Bonds theretofore, and all Bonds then to be, purchased with cash deposited under Sectio,r 5.0! shall have exceeded the aggre-gate cost for principal, interest, brokerage and premium, if any, on all Bonds theretofore, *and on all Bonds then to be, purchased with cash so deposited.

R<quirtment (b) Such moneys shall, from time to time, be paid out or used or ro, .<<ieh

  • rplkatl<>n appHed by the Trustee, as aforesaid, upon the request of the Company, of mon*)-S and upon receipt by the Trustee of an Officers' Certificate stating that the Company is not in default in the payment of the interest on any Bonds then Outstanding and that no Default has occurred and is conlinuing. In case such withdrawal of cash is, in whole or in part, based upon Unbonded Bondable Property as permitted under Section I 1.01 ( a) {i), the Company shall comply with alt applicable provisions of this Indenture* (including but not limited to the furnishing of the Engineer's or Independent Engineer's Cenificate provided for in Section 3.04(c) or Section 3.04{d)) as if such Unbonded Bondable Property were made a basis for the authentication and delivery of Bonds thereon equivalent in principal amount to the amount of the cash to be withdrawn on such basis; or in case the withdrawal of cash is, in whole or in part, based upon the right to the authentication and delivery of Bonds pursuant to Section 11.01 (a)(ii) the Company shall comply with all applicable provisions of Article !V or Article VI as the case may be, relating to such authentication and delivery; except that the Company shall not be required to deliver to the Trustee any Board resolution or Opinion of Counsel which is described in Section 3.04 (a) and Section 3.04(g).

Wi1h;t111,.al of {c) Any withdrawal of cash pursuant to Section 11.01 {a) (i) or Cash op,it.111*$

a,:; **i~tr o-f Section ll.Ol(a){ii) shall operate as a waiver by the Company of its rigbt IO

  • ut~ciuite and right to the authentication and delivery of the Bonds on the basis of d<lh<t ll<>nds which such cash was withdrawn, and such Bonds may not thereafter be authenticated and delivered hereunder on such basis, and the amount of any Bendable Property, Bonds or Prior Lien Bonds which have been made the basis for such withdrawal shall be Bonded.

Rtlt11"' of (d) Any obligation secured by a purchase money mortgage obfi1i:11iort S<"Cllrtd by received by the Trustee under this Indenture in consideration for the pur~h,sc mon*r release of any Mortgaged Property from the Lien of this lndcnturc may mort~g*

be released from the Lien of this Indenture at any time upon payment

55

§§ ll.UI (<ont.)

by the Company to the Trustee of the unpaid portion of the principal of such obligation; provided, however, at any time after the Trustee shall have received on account of the principal of any obligation secured by a purchase money mortgage on specified Mortgaged Property (from the Company, the obliger or othenvise), an amount in cash equal to the aggregate principal amount of such obligation to the extent made a basis of a credit in the application for the release from the Lien of this Indenture of such Mortgaged Property, the Trustee shall deliver to the Company on the written request of its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, the purchase money mortgage on such Mortgaged Property and all obliga-tions secured thereby then held by the Trustee.

(e) The principal of and interest on any obligation secured by a CQJl<<tioa or Princip*I end purchase money mortgage held by the Trustee shall be collected by the littettston Trustee as and when such principal and interest become payable. obligot[on 11<<ured by pun:ha$C Unless the Company is in default in the payment of the interest on any 0,0MY tnOrtRtl&*

Outstanding Bond or 'Prior Lien Bond outstanding or any Default shall have occurred and be continuing, the interest received by the Trustee on any such obligation shall be paid over to tlie Company, and any payments. received by the Trustee on account of the principal of any such obligation in excess of the amount of credit used by the Company in respect of such obligations upon the release of any tfortgaged Property from the Lien of this Indenture shall also be paid to the Company. .-*

(f) The Trustee shall have and may exercise all the rights and l:'n.,si""' exorcise*

Jolt rigbu powers of an owner of obligations secured by purchase money mortgage & powers or Qwntt or held by the Trustee and of all substitutions therefor and, without obligadoo,, ;;<<ured limiting the generality of the foregoing, may collect and receive all ~y purcblL<e rnQo<y mortgag<

insurance moneys payable to it under any provision thereof and apply the same in accordance with the provisions thereof, may consent to extensions thereof at a higher or lower rate of interest, may join in any plan or plans of voluntary or involuntary reorganization or readjustment or rearrangement and may accept and hold under this Indenture new obligations, stocks or other securities issued in exchange therefor under any such plan, and any discretionary action which the Trusteie may be entitled to take in connection with any such obligations or ,ubstitutions therefor shall be taken, so long as no Default has occurred and is

§ J 1,()l {root.), U.O'.l.

56 continuing, in accordance with the request of the Company, evidenced by a Board resolution, and while a Default is continuing, _in tbe discretion of the Trustee.

Mooe)" to b~ Secti'a11 11.02. (a) Subject to Sect{or1 {8.02, all moneys received held in trusl; in,t!Cnitnt ther,,of by the Trustee shaU, until used or applied as provided in this Indenture, be held in trust for the purposes for which they were paid, but need not be segregated from other funds except as directed by the Company or as and to the extent required by law.

Mar d*p,,sir (b) After compliance with any applicable legal requirements, the in <<rtlfi¢al<:1 or <!~p<lsit Trustee may deposit ail or any part of moneys received by it, in a or o*~trwl"" certificate of deposit or otherwise, to its credit as Trustee in its own banking department or in any bank or trust company having a combined capital and surplus of not less than Twenty Million Dollars (S20,000,000); or the Trustee, after such compliance, may so deposit all or any part of such mo:ieys, together with moneys of like nature held by it under other indentures and trust instruments, to its credit as Trustee of all moneys deposited in each such account.

\la, ln*est In (c) When so directed by the Company, the Trustee shall invest all d.:bi obligalions or any part of such moneys received by it in any debt obligations at the time authorized by the laws of the State in which the principal office of the Trustee is located pertaining to the investment by such entity of funds held by it without restriction as to amounts prescribed by sucb laws for investment in such debt ohligation$; and the Trustee, when so directed by the Company, shaU sell or repurchase all or any part of such debt obligations. Such investments shall be held by the Trustee as part of the Mortgaged Property; provided, however, that the proceeds of such investments representing interest shall be paid or credited to the Com-pany and shall not constitute Mortgaged Property. If any such sale, or any payment on the maturity of any such debt obligations held by the Trustee, shall produce a net sum less than the cost (including accrued interest) of such debt obligations sold or paid, the Company will promptly pay to the Trustee such amount of cash as will, with the net proceeds of such sate or such payment, equal the cost (including accrued interest) of such debt obligations so sold or paid; and if any such sale, or any payment at the maturity of any such debt obligations held by the Trustee, shall produce a net sum greater than the cost (including:

accrued interest) of such debt obligations so sold or paid the Trustee shall, if no Default has occurred and is continuing, pay to the Company

57

§§ I 1.Q2 (cont.), 11.QI the amount of such excess. The Company will also pay to the Trustee all brokers' fees and other expenses incurred by the Trustee in connection with its investment of such moneys and the sale of such debt obHgations.

(d) The Trustee shall allow interest on any moneys held by it tnCcr<:,t lo i,s, paid under this Indenture and deposited by it in its banking department, at to C,imp*ny the current rate or rates, if any, from time to time paid by it on similar deposits of like size and nature over like periods of time, unless in a particular 1nstance the Trustee and the Company shall otherwise agree.

Interest so allowed and interest received by the Trustee from invest-ments and deposits in other banks and trust companies of moneys which are a part of the Mortgaged Property made pursuant to Section l J.02{c), except as otherwise herein provided in respect of particular moneys, shall, if no Default has occurred and is continuing, be paid or credited to the Company by the Trustee.

( e) At the direction of the Company, the Trustee shall establish May 0$11blish oru! or more one or more accounts for the deposit ~nd/or investment of monies ICCOUfit.S received by it, including a separate account from which all moneys payable by the Trustee on behalf of the Company shall be paid and into which moneys shall be deposited by the Company, or by the Trustee on behalf of the* Company from other accounts or investments held or managed by the Trustee, as needed, so that such account shall be operated with a zero balance.

ARTICLE XII DEFAl:LT AND REMEDIES Section 12 .OJ. If any coupon or other claim for interest on any Bond Whn no entitJeaicnt is deposited with the Trustee or any paying agent, or if the payment date to bendir of Jml<nture of such coupon or claim is extended, whether with or without the upon l)cf.q(C consent of the Company, such coupon or claim shall not be entitled, in case of Default, to the benefit or security of this Indenture, except after the prior payment in full of the principal of and premium, if any, on all Outstanding Bonds and of all coupons and claims for interest for which such deposit has not been made, or such date extended. Any coupons or claims for interest on any Bonds 01imed by the Company at or after the maturity of such coupons or claims shall not be entitled to the benefit or security of this Indenture; and the Company covenants that all such coupons and claims for interest so owned by the Company shall promptly be canceled.

58

§ ll.OZ

£,or.ts Sectio11 12.02. (a) Each of the following events is a Default:

of Dtfaulc Otf*ull in (i) default in the due and punctual paymem of the principal payrn,nr ol principal of or premium, if any, on any Bond, when such principal or premium shall have become due and payable, whether at maturity, pursuant to any sinking fund or analogous fund, or by declaration or otherwise, which default shall have continued for a period of more than one day; D*f*ult io (ii) default in the payment of any interest on any Bond, when

notyrr~.. nt of

[nb:!ttSt and as the same shall have become due and pa}*ablc, which default shall have continued for a period of 90 days; O,fault iH (iii) default in the payment of principal of, premium, if any, pa~m,Ms in NM<etion .,;,h or interest on any Prior Lien Bond, outstanding, continued beyond

<>U!St*nding the period of grace, if any, specified in the Prior Lien securing Prior Lien Bond~ payment of such principal, premium and interest; Default in (iv) default in the due observance or performance of any oh!"'n*nce or 1.er.ormanct o( other covenant or condition in this Indenture, including any Sup-CO\tt"lilnts.

plemental Indenture, which is required to be kept or performed by the Company, and which default shall have continued for the period of 90 days after written notice thereof shall have been given to the Company by the Trustee, or by the holders of 30% of the aggregate principal amount of the Outstanding Bonds;

..l.djcdiCllted * (v) by decree of a court of competent jurisdiction the Com-h*nl.:.rupc or insohtnt pany is adjudicated a bankrupt or insolvent, or an order is made by such court for the winding up or liquidation of the affairs of the Company or approving a petition seeking reorganization or arrange-ment of the Company under the bankruptcy law or other law or statute of the United States of America or of any State, or, by order of such court, a trustee or liquidator or receiver is appointed for the Company or for the property of the Company, and any such decree or order shall continue in effect for a period of 90 days; P<tition filt'd ( vi) the Company files a petition for voluntary bankruptcy, or for ,,ilunr,..,

hol.:.ruplcy

  • consents to the filing of any such petition, or makes an assignment for the benefit of creditors, or consents to the appointment of a trustee or liquidator or receiver of the Company or of all or a substantial part of its Mortgaged Property, or files a petition or

59

§ l!.02 (conl.)

answer or consent seeking reorganization or arrangement under the bankruptcy law or other Jaw or statute of the United States of America or of any State, or consents to the filing of any such petition, or files a petition to take advantage of any debtors' act.

(b) The Trustee shall, within 90 days after the occurrence thereof, Notioc to Bondboldtr<

give to the Bondholders, in the manner and to the extent provided in or o~faul1s Section 313 ( c) of the TIA, notice of all defaults known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term "defaults for the purposes of this Section l2.02(b) being hereby defined to be the events specified in Section /2.02{a), not including any periods of grace provided for therein); but in the case of defaults of the character specified in Sections 12.02 ( a) {ii) and 12.02(a) (iv), no such notice shall be given until at least 60 days after the occurrence thereof; provided that, except in the case of default in the payment of the principal of or interest on any of the Bonds or in the payment of any sinking er purchase fund installment, the Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the Executive Committee, or a trust committee of directors and/ or Responsible Officers, of the Trustee in good faith determine that the withholding of such notice is in the interests of the Bondholders.

(c) In each and every case of Default, and during the continuance Upon D*faull thereof, the Trustee directly or by its agents or attorney may, to the Trust<< =r enrcr CA(<>

extent permitted by Jaw, enter upon the Mortgaged Property; may Mortg,g.d Prop<ert)'

exclude the Company and its agents and servants wholly therefrom; either directly or by its receivers, agents, servanzs or attorneys, may use, operate, manage and control the Mortgaged Property, and conduct the business of the Mortgaged Property to the best advantage of the Bondholders; may make al! necessary or proper repairs, renewals, replacements and useful alterations, additions, betternents and improvements to the Mortgaged Property as the Trustee may deem best; may manage and operate the Mortgaged Property and exercise all rights and powers of the Company in respect thereof, and be entitled to collect and receive aU tolls, earnings, income, rents, issues and profits (11creof; and, after deducting all expenses incurred hereunder and all payments which may be made for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property or any part thereof, as well as just and reasonable compensation for the services of the Trustee and

60

§ ll.Ol (coal,)

for al! agents, clerks, servants and other employees properly engaged by it, the Trustee shall apply the moneys arising as aforesaid, as follows:

(i) in case none of the principal of or premium, if any, on the Bonds shall have become due, to the payment of any interest in default, in the order of the maturity of the installments of such interest, with interest thereon at the same rates, respectively, as were borne by the respective Bonds on which such interest shali be in default; such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; (ii) in case the principal of or premium, if any, on any Bond shall have become due, *at maturity by declaration or otherwise, first to the payment of the accrued interest (with interest on the overdue installments thereof at the same rates, respectively, as were borne by the respective Bonds on which such interest shall be in default) in the order of the maturity of such installments, and next, to the payment of the principal of and premium, if any, due on all Outstanding Bonds; in every instance such payments to be made ratab\y to the Persons entitled to such payment without any discrimination or preference, provided, however, Section 12.01 is not in any way modified by this Section J2.02, which is subject to Section 12.01.

Upt>n n,r.utt ( d) If the Trustee shall have entered, or shall have elected to Tm,ttt e~tilltd ta rnrc all shani:5 o( enter, the Mortgaged Property, or in case a receiver of the Mortgaged stock subj*~* 11>

Property shall have been appointed, or in case a Default shall have Lien of !his lnd<nmre occurred and be continuing, in each case as described in this Section 12.02, the Trustee shall be entitled to vote all shares of stock then subject to the Lien of this Indenture, and, for the benefit of th:

Bondholders, shall be entitled to collect and receive all dividends on all such shares of stock, and all sums payable for principal of, premium, if any, and interest on any Bonds or obligations which then shall be subject to the Lien of this Indenture, and to apply the moneys received i:1 accordance with Section 12.02{c} (i) and Section 12.02(c) (ii); and, as holder of any shares of stock and of any such Bonds, to perform any and all acts, or to make or execute any and all tran:sfcrs, requests, requisitions or other instruments, for the purpose of carrying out this Section 12.02; but if a receiver of any Morrgaged Property shall have been appointed and shall be in possession thereof, the Trustee from time to time in its

61

§§ l:?..02 (Cilnl.), ll.OJ, 12.04 discretion may, and if requested by the holders of a majority in principal amount of the Outstanding Bonds the Trustee shall, turn over to such receiver, any part or all of the interest moneys and cash dividends declared and paid out of current earnings, so collected by the Trustee, and may cooperate with such receiver in managing and operating all of the properties and business of the Company in such manner as the Trustee shall deem to be in the best interests of the Bondholders.

Section I 2. 03. In case of the occurrence and during the continu- Upon Dtfoull Tru,t<!<! in*Y ~II ance of any Default, the Trustee, directly or by its agents or attorneys, ,\foJig,rgl'd with or without entry upon the Mortgaged Property, in its discretion (a) Pro11trty may sell, subject to Prior Liens, to the highest and best bidder, all or any part of the Mortgaged Property of every kind and all right, title and interest therein and rig:1t of redemption thereof, which sale shall be made at public auction at such place and at such time and upon such terms as the Trustee may fix and briefly specify in the notice of sale to be given as provided tn this Indenture, or as may be required by law; or (b) may proceed to protect and to enforce the rights of the Trustee and of the Bondholders under this Indenture, by suit or suits in equity or at law, whether for the specific performance of any covenant or agreement in this fndenturc, or in aid of the execution of any power granted by this Indenture, or for the foreclosure of this Indenture, or for the enforce-ment of any other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, may deem most effecmal to protect and enforce any of its rights or exercise of any of its duties hereunder.

Section ll.04. (a) In case of the occurrence and during the lJl)Q<' D~f,;ult

  • nd "'\ll~I of continuance of any Default, the Trustee may, and upon the written b<lldtts <>f ..

m:ijority or request of the holders of not less than a majority in principal amount of Bondi,, Trn,*t:e the Outstanding Bonds shall, by notice in writing delivered to the must dc.:lnn:

principal due Company, declare the principal of all Outstanding Bonds to be due and payable immediately, and upon any such declaration, the same shall be immediately due and payable, anything in this Indenture or in said Bonds contained to the contrary notwithstanding. This provision, how-ever, is subject to the condition that if at any time after the principal of said Bonds shall have been so declared due and payable and before any sale o:* the Mortgaged Property shall have been made pursuant to this Article XII, all arrears of interest upon all of said Bonds, with interest upon overdue installments of interest at the same rates respectively as were borne by the respective Bonds on which installments of interest

62

§§ 12.04 (tone.), 1105, 12.1)6 were overdue, shall either be paid by the Company or be collected out of the Mortgaged Property, and aU Defaults shall have been remedied, then the holders of a majority in principal amount of the Outstanding Bonds, by written notice lo the Company and to the Trustee, may waive and rescind such Default and its consequences; but no such waiver or rescission shall extend to or affect any subst!quent Default, or impair any right consequent thereon.

Ro,t<)ration (b) In case the Trustee shall have proceeded to enforce any right of panl*S t<> fotrner under this Indenture by foreclosure, entry or otherwise, and sucb p<>~tion proceeding shall have been discontinued or abandoned because of a waiver, or for any other reason, or shall have been determined adversely to the Trustee, thtm and in every such case the Company and the Trustee shall be restored to their former positions and rights hereunder in respect of the Mortgaged Property; and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.

  • Duty of Secrion 12.05. Upon the written request of the holders of not less Trust<< to act on than a majority in principal amount of the Outstanding Bonds ( deter-m1***t mined as provided in Section 20.03), in case of the occurrence and of holdtrs of A mojority o( Bao<!,

during the continuance of any Default, it shall be the duty of the Trustee, upon being indemnified as provided in Section 12.16, to take a[l steps necessary for the protection and enforcement of its rights and the rights of the Bondholders, and to exercise the powers of entry or sale conferr~d in this Indenture, or both, or to take appropriate judicial proceedings by action, suit or otherwise, as the Trustee shall deem most expedient in the interest of the Bondholders; but an)thing in this Indenture to the contrary notwithstanding, 1.he ho\ders of 75% of the principal amount of the Outstanding Bonds, from time to time shall have the right to direct and control the action of rhc Trustee in any proceedings under U1is Article XII.

Mong*g<<<ty to

""S-O!d power of sale herein granted, or under or by virtue of judicial proceed-

njltt f:nfirtt;' ings, or of some judgment or decree of foreclosure and sale, all of the Mortgaged Property, shall be sold in one pared and as an entirety, unless such sale as an entirety is impracticable because of some statute or other cause, or unless the holders of a majority in principal amount of the Outstanding Bonds shaH in writing request the Trustee to cause said

63

§§ 12.06 {<On!.), 12..07, 12.08, 12.W Mortgaged Property to be sold in parcels, in which case the sale thereof shall be made in such parcels as specified in such request.

Section 12.07. Notice of any sale of Mortgaged Property pursuant to this Indenture shall state the time when and the place where such sale is to be made, and shall contain a brief genera!. description of the Mortgaged . Property to be sold, and shail be sufficiently given if published once in each week for four successive weeks prior to such sale in one Authorized Newspaper published in the City of Kansas City, Missouri and in one Authoriied Newspaper published in the Borough of

.\1anhattan in The City of Ni:w York, New York.

Section 12.08. From time to time the Trustee, or other Person Adjourorneot of ssl<

acting in any sale of Mortgaged Property to be made under this Indenture, may adjourn such sale by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and without further notice or publication, such sale may be made at the time and place to which such sale shall be so adjourned.

Section 12.09. (a) Upon the completion of any sale of any Mort- Int=tof purd1.:1.s,,r 2nd gaged Property under or by virtue of this Indenture, the Trustee shall Company execute and deliver to the purchaser a good and sufficient deed or other instruments conveying, assigning and transferring such Mortgaged Prop-erty. The Trustee and its successors are hereby appointed the attorneys of the Company, in its name and stead, to make all necessary convey-ances, assignments wd transfers of Mortgaged Property and for that purpose may *execute all necessary deeds and instruments of conveyance, assignment and transfer, and may substitute one or more persons with similar power, the Company hereby ratifying and confirming al! that its said attorneys, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, the Company, if so requested by the Trustee, shall join in the execution and delivery of such conveyances, assignments and transfers.

(b) Any such sale of Mortgaged Property made under or by virtue s..1.s o~rate to d[<;,sf of this Indenture, whether under the power of sale herein granted or Com~*nY or pursuant to judicial proceedings, shall operate w divest all right, title, all inteN':50 In Mortga,"4 interest, claim and demand, either at law or in equity, of the Company, ProJ>"rt}'

in and to the Mortgaged Property sold, and shall be a perpetual bar, both at !aw and in equity, against the Company, its successors and assigns, and against any and all persons claiming or to claim the Mortgaged

64

§§ ll.09 (<ont.), 12.10, 12.11, 12.12 Property sold or any part thereof, from, through or under the Company or its successors or assigns.

Tr.1$!~'s Section 12. l 0. The receipt by the Trustee or other authorized

=cipr sut!lcicnl Person of money paid for the purchase of Mortgaged Property shall be a lo dis~harg* sufficient discharge to any purchaser of such Mortgaged Property; and por<:bu,er no such purchaser or the representative, grantee or assign of such purchaser, after paying such purchase money and receiving such receipt, shall be affected by, or in any manner answerable for any loss, misappli-cation or non-apptica:ion of such purchase money, or be bound to inquire as lo the authorization, necessity, expediency or regularity of such sale.

Princip*I Section 12.11. In case of any sale of Mortgaged Property under th:s of Bonds co bttomt Article XII whether under the power of sale granted in this Indenture or du-e in 1.11s-t- pursuant to judicial proceedings, the aggregate principal amount of the uf '411*

Outstanding Bonds, if not previously due, shall at once become due and payable, anything in said Bonds or in this Indenture to the contrary notwithstanding.

"r'i;. . .,;""

o sale Section 12.12. The purchase money received by the Trustee from the sale of*Mortgaged Property under the power of sale granted in this prnceeds Indenture, or a sale pursuant to judicial proceedings under this Inden-ture, together with any other moneys which may be held by the Trustee under any provision of this Indenture as part of the Mortgaged Property, shall be ap?lied as follows:

First- .. First. To the payment of the costs and expenses of such sale, p:aymtnt of costs and including reasonable compensation to the Trustee, its agents, attor-

~~?<nii<ls of

,,le neys and counsel, and of all e
-penses, liabilities or advances made or incurred by the Trustee under this Indenture, and to the payment of all taxes, assessments or Prior Liens, except any taxes, assess-ments or other Prior Liens subject to which such sale shat! have been made.

S<<on~- Second. To foe payment of the whole amount then owing or paym,,u <;f am(r.m( unpaid upon the Outstanding Bonds and any coupons of the owing up-00 principal of, premium, if any, and interest on such Outstanding Out.randing Bond$ Bonds, with interest accruing on the overdue principal, premium, if any, and installments of interest at the same rates respectively as were borne by the respective Bonds whereof the principal, pre-mium, 1f any, or installments of interest may be overdue, and in

65

§§ 12.ll (cont), l?.13, 11.14 case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon the said Bonds, then to the parment of such principal, premium, if any, and interest, without preference or priority, ratably to the aggregate cf such principal, premium, if any, and interest, subject, however, to Section 12.01.

Such payments shall be made on the date fixed by the Trustee, upon presentation of the Outstanding Bonds and coupons and stamping thereon the amount paid if such Bonds and coupons are only partly paid, and upon surrender thereof if fully paid.

Third. To the payment of the surplus, if any, to the Company, its Thitd-Pa,mcnl Co successors or assigns. Company Section I 2.13. In case of any such judicial sale of any Mortgaged 8011d, and matured coupons Property, any Bondholder, or the Trustee, subject to Section 14.01 and may be appticl Section 14.02, may bid for and purchase any Mortgaged Property, and, >>gain,t pun;ml§e priC<I upori compliance with the terms of sale, may hold, retain, possess and dispose of such property in absolute right of such Bondholder or the Trustee, without further accountability, and shall be entitled, for the purpose of making settlement or payment for the Mortgaged Property purchased,, to use and apply any Bonds and any matured and unpaid coupons by presenting such Bonds and coupons, in order that there may be credited thereon the sum apponionable ;;.nd applicable thereto out of the nee proceeds of such sale; and thereupon such purchaser shall be credited on account of such purchase price, with the sum apportionable and applicabte*out of such net proceeds to the payment of or as credit on the Outstanding Bonds and coupons so presented.

Section 12.14. The Company will not, in lhe event of any sale of Company not tQ insist.

Mortgaged Property under this Article XII, insist upon or plead, or in upon or pte,,d any manner whatever claim or take the benefit or advantage of, any stay ,t.n.v or t-Xt~nsion faw or extension law now or at any time in force, nor will it claim, take or or t"Xcn.:'f.se riabt of insist upon any benefit or advantage from any law no*,,; or at any time in ml~mplioa force, providing for the valuation or appraisemcnt of Mortgaged Prop-erty, or any part thereof, prior to any sale thereof, or to the decree, judgment or order of any court of competent jurisdiction; nor, after any such sale, will the Company claim or exercise any right under any statute now or at any time made or enacted, or otherwise, to redeem the Mortg2ged Property so sold, or any part thereof; and the Company hereby expressly waives ail bcm:fit and advantage of any such Jaw or

66

§§ 12.14 (cont,), 12.1:S, 12.16 laws, and covenants that it will not invoke or utilize any such law or laws in order to hinder, detay or impede the execution of any power herein granted and delegated to the Trustee, but the Company will permit the execution of every such power as though no such law or laws had been made or enacted.

Trust<< Section 12.15. Upon filing a bill in equity, or upon commencement may t-n1tr

()11-c;ornmrn(cmc:nt of any other judicial proceedings to enforce any right of the Trustee or of or judicial the Bondholders under this Indenture, the Trustee shall be entitled to pr,:,ct<dings entitled 10 exercise the right of entry herein conferred and provided to be exercised sppointmtnl C)r r<<:tiu~r by the Trustee upon the occurrence and continuance of Default; and the Trnstee shall be entitled to the appointment of a receiver of the Mortgaged Property. and of the earnings, income, revenue, rents, issues and profits thereof, with such powers as the court making such appoint-ment shall confer; but notwithstanding the appointment of any receiver, the Trustee shall be entitled, as pledgee, to continue to retain possession and contra! of any stocks, bonds, cash and indebtedness pledged or to be pledged with or held by the Trustee under this Indenture.

Bondholder Section 12.16. (a) No holder of any Outstanding Bond or coupon nnt ro inst,101~

suit without shall have any right to institute any suit, action or proceeding in equity Nqu,st to Trus1e,c or at Iaw for the foreclosure of this Indenture, or for the execution of any trust of the Indenture or for the appointment of a receiver or for any ocher remedy under this Indenture, unless (i) the holders of 30% in principal amount of the Outstanding Bonds shall (A) have requested the Trustee in writ1ng to take action in respect of such matter and shall have afforded to the Trustee a reasonable opportunity either to proceed to exercise the powers granted in this Indenture to the Trustee, or to institute such action, suit or proceeding in its own name and (B) have offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and (ii) the Trustee shall have refused or neglected to act on such notice, request and indemnity; such notification, request and offer of indemnity are hereby declared, in every such case, at the option of the Trustee, to be conditions precedent to the execution by the Trustee of its powers and trusts under this Indenture and to any action or cause of action the Trustee may take or possess for foreclosure or for the appointment of a receiver or any other remedy hereunder; it being understood and intended that no one or more holders of Outstanding Bonds and coupons shall have any right in any manner whatever to affect, disturb or

67

§§ l:Z.16 (cont.), !2.17 prejudice the Lien of this Indenture by action of such one or more holders, or to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the ratable benefit of all holders of such Outstanding Bonds and coupons.

(b) All rights of action under this Indenture may be enforced by Tnisttt may enforce rigbls the Trustee without the possession of any Bond or coupon or the 'ffithout po<S<SSioo

.,, 11.,...i, production thereof at trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its own name, and any recovery of judgment shall be for the ratable benefit of the holders of said Bonds and coupons.

(c) AH parties to this Indenture agree, and each holder of any Un4e11skiag for .:0515 Bond or coupon by his, her or its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit or an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but this Section 12. I 6 (c) shaU not apply to any suit instituted by the Trustee, to any suit instituted by any Bondholder orJ~ondholders holding more than 10% aggregate principal amount of Outstanding Bonds, or to any suit instituted by any Bond-holder for the enforcement of the payment of the principal of, premium, if any, or interest on any Bond on or after the respective due dates expressed in such Bond or in the coupons for such interest.

Section 12.17. No remedy herein conferred upon or reserved to the Rem<dirs eumutotlro Trustee is intended to be exclusive of any other remedy or remedies; but each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or now or hereafter existing at Jaw or in equity or by statute. No delay or omission of the Trustee or Bondholders in exercising any right or power accruing upon any continuing Default shall impair any such right or power or shall be construed to be a waiver of any such Default, or an acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient.

68

§ 12.IS c., ...11! to Section 12.18. (a) In case (i) default shall be made in the pay-p;;y T,u,[..;

ment of any interest on any Outstanding Bond and such default shall have continued for a period of 90 days or (ii) default shall be made in the payment of the principal of or premium, if any, on any Outstanding Bond when payable, whether upon the maturity of said Bond, or upon a declaration of maturity as authorized by this Indenture, or upon a sale as set forth in Section 12.!J; then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Outstanding Bonds and coupons, the whole amount that then shall have become due and payable on all such Outstanding Bonds and coupons, for principal, premium, if any, or interest, as the case may be, with interest upon the overdue principal, premium, if any, and interest payable at the same rates respectively as were borne by the respective Bonds whereof the principal, premium, if any, or interest shall be overdue; and in case the Company shail fail to pay the same forthwith upon such demand, the Trustee, in its own name and as the trustee of an express trust. shall be entitled to recover judgment against the Company for the whole amount so due and unpaid.

JuC::mc-n1 (b) The Trustee shall be entitled to recover judgment as described by Trustt,;

in Section J2_ J8 (a), either before, after or during the pcndcncy of any proceedings for the enforcement of the Lien cf this Indenture, and the right of th*! Trustee to recover such judgment shall not be affected by any entry or sale of Mortgaged Property, or by the exercise of any other right, power or remedy for the enforcement of this Indenture; and in case of' a sale of Mortgaged Property, and of the application of the proceeds of such sale to the payment of the obligations secured by the Lien of this Indenture, the Trustee, in its own name and as trustee of an express trust, shall be entitled to enforce payment of and to receive aH amounts then remaining due and unpaid upon any and all of the Outstanding Bonds for the benefit of the Bondholders, and shall be entitled to recover judgment for any portion of such obligations remain-ing unpaid, with interest. No recovery of any such judgment by the Trustee, ar.d no levy of any execution upon any such judgment Mort-gaged Property, or any other property, shall in any manner or to any extent affect the Lien of this Indenture upon any Mortgaged Property, or any rights, powers or remedies of the Trustee, or any lien, rights, powers or remedies of the Bondholders, but such lien, rights, powers and

1 69 §§ 12.18 (con!.), 12.19 remed[e5 of the Trnstce and of the Bondholders shall continue unimpaired as before.

( c) Any moneys received by the Trustee under this Section 12.18 shall be applied by the Trustee to the payment of the amounts then due and unpaid on the Outstanding Bonds and coupons in respect of which such moneys shall have been received, ratably and without any prefer-ence or priority of any kind (except as provided in Section 12.01),

according to the amounts due and payable on such Bonds and coupons, respectively, at the date fixed by the Trustee for the distribution of such moneys, upon presentation of the several Bonds and coupons and stamping such payment thereon, if partly paid, and upon surrender thereof, if fuUy paid.

Section 12.19. At any time before full payment of all of the Su~nder or pos~icm principal of and premium, if any, and interest on all Outstanding Bonds, of Mortgagod PtO!l(rt}' lO and whenever the Company shall deem it expedient for the better Trus,.., t..:fon, protection of the security for such Bonds ( even though there then may D¢(*11!t; appoiDtmenl of be no Default entitling the Trustee to exercise the rights and powers ~her conferred by SecJion 12.Q2 or Section 12.03), the Company, with the consent of the Trustee, may surrender and may deliver to the Trustee full possession of the whole or any part of the Mortgaged Property, and may authorize the Trustee to collect the dividends and interest on all shares of stock, bonds and other obligations which arc part of the Mortgaged Property, and to vote all such shares of stock, for any period, fixed or indefipite. In such event the Trustee shall enter into and upon the Mortgaged Property so surrendered and delivered, and shalt take and receive possession thereof. for such period, fixed or indefinite, as afore~

said, without prejudice, however, to its right at any time subscque1Hly, when entitled thereto by any provision of this Indenture, to insist upon maintaining and to maintain such possession though beyond the expira-tion of any such prescribed period; and the Trustee, from the time of such entry, shall work, maintain, use, manage, control and employ the Mortgaged Property in accordance with this Indenture, and shall receive and apply the [ncome and revenues thereof as provided in Section J2.02.

Upon application of the Trustee, and with the consent of the Company if there is no continuing Default and without such consent if then there is such a continuing Default, a receiver may be appointed to take posses-sion of, and to opern.te, maintain and manage, the whole or any part of the Mortgaged Property, and the Company sha!l transfer and deliver to

70

§§ 12.19 (con!.), 12.20, 12.21, ll.22 such receiver all such Mortgaged Property, wheresoever it may be situated; and in every case, when a receiver of the whole or of any part of said Mortgaged Property shall be appointed under this Section 12.19, or otherwise, the net income and profits of such Mortgaged Property shall be paid over to, and shall be received by, the Trustee, for the benefit of the Bondholders. This Section 12.19, however, is subject to the exclusive right of the Trustee, as pledgec, to retain the possession and control of any stocks, bonds, cash and indebtedness pledged or to .be pledged with or held by the Trustee hereunder.

Sui! by Trus1te to Section 12.20. The Trustee shall have power to institute and to prol~CI S<CUrity maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the Lien of this Indenture by any acts of the Company, or of others, in violation of this Indenture or which are unlawful, or as the Trustee may be advised shall be necessary or expedient to preserve and to protect its interests and the security and interests of the Bondholders in respect of the Mortgaged Property, or in respect of the income, earnings, rents, issues and profits thereof, including power to institute and to maintain suits or proceedings to restrain the enforcement of, or compliance with, or the observance of, any legislative or other governmental enactment, rule or order which may be unconstitutional or otherwise invalid, if the enforcement of, or compliance with, or observance of, such enactment, rule or order would impair the Lien of this Indenture or be prejudicial to the interests of the Bondholders or of the Trustee.

P*o*isio,u soltly Section 12-21. Nothing in this Indenture, or in any Bond, expressed for b~n*nr or partiei or implied, is intended, or shall be construed, to give to any Person, other

  • nd Bondholden than the Trustee, the Bondholders and the Company. any legal or equitable right, remedy, or claim under or in respect of this Indenture, or under any of its covenants, conditions or provisions; all of which are intended to be and are for the sole and exclusive benefit of the Trustee, the Bondholders and the Company.

TN$!<~ may lilt Section 12.22. The Trustee may file such proofs of claim and other

"'""r' or ct,lims papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Bondholders allowed in any judicial proceedings relative to the Company. its creditors or Mortgaged Prop-erty. Nothing contained in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of

71

§§ 12.1.Z (c*nt.), 12.ZJ, 12.24 any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Bondholder, or to authorize the Trustee to vote in respect of the daim of any Bondholder in any such proceeding.

Section 12.23. Notwithstanding any other provision of this Inden- Bon<lbold<rs' ril?bls ture, the right of any holder of any Bond to receive payment of the Ol mllturity principal of, premium, if any, and interest on such Bond, on or after the m*y cot t,,e implliffil respective due dates expressed in such Bond, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder.

Section l 2.24. The holders of more than 50% in aggregate principal Wahers of past Ddadt by lwld<rs amount of the then Outstanding Bonds ( determined as provided in u( Bood*

Section 20.03) which would be affected by any action proposed to be taken may, on behalf of the holders of al! the Bonds so affected, waive any past Default and its consequences, except (a) a Default in the payment of the principal of, premium, if any, or interest on any Bond,

( b) a Default arising from the creation of any lien prior to or on a parity with the Lien of this Indenture, except Permissible Encumbrances and Prior Liens or (c) a Default in respect of the waiver of which a specific provision is otherwise made in this Indenture; provided that if any such waiver would affect the rights of the holders of Bonds of only one series, as evidenced by an Opinion of Counsel, such waiver shall not be effectivc unless appro,*ed by holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the rights of the holders of Bonds of two or more series, the waiver on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such two or more series, which need not include 60% in principal amount of Outstanding Bonds of each of such series; provided, however, that, in no event shall such waiver be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series.

72

§ 13.01 ARTfCLE xur EFFECT OF MERGER, CONSOUD,\i[ON, CONVEYANCE ANO LEASE Cor.1pa11y m&:,' Section 13.01. Nothing in this Indenture shall prevent any consoli-ntcite or consolidate ir dation or merger of the Company with or into, or any conveyance, no impairnttlll of Lien or ll>is transfer or lease, subject to the Lien of this Indenture, of all or substan-lndentort ,nd whh tially all of the Mortgaged Property to, any corporation lawfully entitled a.s"mptioo of oblig*cio11 bt to acquire, lease or operate the Mortgaged Property; provided, however, su~*Ssor and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon tcnns which would fully preserve and in no respect create any Prior Lien (other than Permissible Encumbrances) on the Mortgaged Property, or impair the Lien or security of this Indenture, or any of the rights or powers of the Trustee or the Bondholders under this Indenture; and provided further, that no such consolidation. merger, conveyance, transfer or lease shall be entered into or made by the Company with or to another corporation which has outstanding, or which proposes to issue in con:icction with any such consolidation, merger, conveyance, transfer or lease, any obligations secured by a mortgage, pledge or other lien if 2.s a result of such consolidation, merger, conveyance or lease any of the Mortgaged Property owned by the Company immediate[)' prior thereto would be subjected to the lien of such mortgage, pledge or other lien, unless simultaneously therewith or prior thereto effective provision shall be made to establish the Lien of this* Indenture as superior to the Hen of such mortgage, pledge or other lien with respect to any of the Mortgaged Property then or thereafter acquired by the Company or such other corporation, or covenanted to be subjected to the Lien of this Indenture; and provided further, that any such lease shall be made expressly subject to immediate tcnnination by the Company or by the Trustee at any time during the continuance of a Default, and also by the purchaser of the Mortgaged Property so leased at any sale thereof under this Indenture, whether such sale is made under the power of sale conferred in this Indenture or judicial proceedings; and provided, further, that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the then Outstanding Bonds, the due and punctual payment of the principal of and premium, if any, and interest on all said Bonds according to their tenor and the due and punctual performance and

73

§§ 13.01 (eam.), 13.02 observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by a Supplemental Indenture executed and delivered to the Trustee by the corporation formed by such consolidation or surviving such merger, or acquiring at! or substantially all the Mortgaged Property, or by the lessee under any such lease the term of which extends beyond :he date of maturi*.y of any of the then Outstanding Bonds.

Section 13.02. (a) In the absence of an e:.press grant by any such Upon m<r,:<r or eons;oUd:&tion successor corporation, this Indenture shall not by reason of any such Indenture nol consolidation, merger, conveyance, transfer or lease or otherwise, consti- to constitute (i~n Up<ID tute or become a lien upon, and the Mortgaged Property shall not <<t1alli j>tvp,:rties include or comprise:

(i) any property or franchises owned prior to such consolida- Pro~rty or frnnchi;.es O"'ntd tion, merger, conveyance, transfer or lease by any corporation with prior to or into which the Company or any successor corporation may be con!S<!Jidation and wbkb prior to consolidated or merged or to which the Company or any successor conso/id:aion wtl'lt nor subjeci corporation may make any such conveyance, transfer or lease, and 10 lien which, prior to such consolidation, merger, conveyance, transfer or lease, were not subject to the Lien of this Indenture; and (ii) any property or franchises which may be purchased, Properly or ,

(nittehiS;?S a~qu1red constructed or other.vise acquired by any such successor corpora- by *ue<-e<.i.Or after tion after the date of any such consolidation, merger, conveyance, d,ue or consoidation transfer or lease; excepting only the property and franchises referred to in Section 13.02(b) (i) which shall be and b'ecome subject to the Lien of this Indenture, notwithstanding any such consolidation, merger, conveyance, transfer or lease.

(b) In order to confirm of record the Lien of this Indenture and to Sm:ct"uor corpomtion preserve and protect the rights of the Bondholders hereunder, the 10 cocllrm prior Supplemental Indenture provided for in Section 13.01, if it does not Li<a 4£ this lnd<nCurn contain an express grant by the successor corporation, as further security ,rnd ko,,p Mort&,l!'t<l for all Bonds issued and to be issued hereunder, of all its property and PrOpt'tty idenlifi~blc franchises then owned and which it may thereafter acquire (other than Excepted Property) shall contain:

(i) a grant by such successor corporation confirming the prior Lien of this Indenture upon the Mortgaged Property and subjecting to the Lien of this Indenture as a first lien, or as a lien subject only to liens affecting the property and franchises of the Company prior

§§ JJ,D2 {tont.), )3.()J 74 to such consolidation, merger, com*eyance, transfer or lease, (A) all property and franchises which such succeseSor corporation shall thereafter acquire or construct which shall form an integral part of, or be essential to the use or operation of, any property then or thereafter subject to the Lien of this Indenture, and (B) all renewals, replacements and additional property as may be pur-chased, constructed or otherwise acquired by such successor corpo-ration from and after the date of such consolidation, merger, conveyance, transfer or lease, as the case may be, to maintain the Mortgaged Property in good repair, working order and condition as an operating system or systems and to comply with any covenant or condition of this Indenture to be kept or observed by the Company; and (ii) a covenz.nt by such successor corporation to keep the Mortgaged Propeny as far as practicable identifiable; and a stipula-tion that the Trustee shall not be taken impliedly to waive, by accepting or joining in the Supplemental Indenture, any rights it would otherwise have.

Ricr.r Of $Ut<:t<S<Jr Section 13.03. In case the Company, as permitted by Section

'"'l"'tlon 13.0J, shall be consolidated with or merged into any other corporation or shall convey or transfor, subject to the Lien of this Indenture, all or substantially all the Mortgaged Property, the successor corporation formed by such consolidation, or into which the Company shall have been mc;,rgcd, or which shall have received a conveyance or transfer as aforesaid, and upon executing wi:h the Trustee and causing to be recorded an indenture whereby such corporation shall assume and agree to pay, duly and punctually, the principal of, premium, if any, and interest on the Bonds issued hereunder in accordance with the provisions of said Bonrls and coupons and this Indenture, and shaH agree to perform and fulfill all the covenants and conditlons of this Indenture to be kept . or performed by the Company, shall succeed to and be substituted for the Company with the same effect as if such corporation had been named herein, and shall have and may exercise under this Indenture the same powers and rights as the Company, and, without in anyway limiting or impairing by the enumeration of the following rights and powers the scope and intt:nt of the foregoing, such corporation thereafter may cause to be executed, authenticated and delivered, either in its own name or in the name of the Company, such Bonds as rnight

75

!f IJ.03 (eafll,)

have been executed, issued and delivered by the Company after the date of suc'.1 consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred, and upon the order of such corporation in lieu of the Company, but subject to al!

the terms, conditions and restrictions prescribed in this Indenture concerning the authentication and deiivery of Bonds, the Trustee shall authenticate and deliver any Bonds delil'ered to it for authentication which shall have been previously executed by the proper officers of the Company, and such Bonds as such corporation shall thereafter, in accordance with this Indenture, cause to be executed and delivered to the Trustee for such purpose, and such ccrporation shall also have and may exercise, subject to all applicable tenn.s, conditions 2nd restrictions prescribed in this Indenture, the rights and powers of the Company as to withdrawal of cash and release of Mortgaged Property from the Lien of this Indenture, which the Company might have exercised after the date of such consolidation, merger, conveyance or transfer, and had such consolidation, merger, conveyance or transfer not occurred. All of the Bonds so issued or delivered shall in all respects have the same legal right and security as the Bonds theretofore issued or delivered in accordance with the tem1s of this Indenture as though all of said Bonds had been authenticated and delivered at the date of the execution of this Indenture. As a condition precedent to the execution by such corpora-tion and the authentication and delivery by the Trustee of any such Bonds, the withdrawal of cash or the rcicase of Mortgaged Property from the Lien.of this Indenture, under any provision of this Indenture on the basis of Bendable Property acquired, made or constructed by such corporation or by any corporation with which the Company or any such corporation may be so consolidated or into which the Company or any such corporation may be so merged or to which the Company or any such corporation may make any such conveyance or transfer, the Supplemental Indenture with the Trustee to be executed and caused to be recorded by such corporation as provided in this Section 13.03, or a subsequent indenture, shaH contain a conveyance or transfo; and mortN gage in tcnns sufficient to subject such property to the Lien of this Indenture; and provided further that the lien created thereby and the lien thereon shall have similar force, effect and standing as the Lien of this Indenture would have if the Company was not consolidated with or merged into such other corporation or did not convey or transfer, subject to the Lien of this Indenture, all or substantially all the Mortgaged

76

§§ 1.1.0J (cone.), 1.3.(1..1 Property, as aforesaid, to such corporation, and would itself on or after the date of such consolidation, merger, conveyance or transfer, acquire or construct such property, and in respect thereof request the authenti-cation and delivery of Bonds or the withdrawal of cash or the release of Mortgaged Property from the Lien of this Indenture as provided in this Indenture.

Ext<nc of Section 13.04. In case the Company, as permitted by Section Lien or this lnd,nrure on 13.01, shat! be consolidated with or merged into any other corporation, prnp,crty of or shall convey or transfer, subject to the Lien of this Indenture, all or s~<<tssor ccrpornrion substantially all the Mortgaged Property as aforesaid, neither this Indenture nor the Supplemental Indenture with the Trustee to be executed and caused to be recorded by the such corporatior. as provided in Section 13.01, shall, unless such Supplemental Indenture shall other-wise provide, become or be required to become or be a lien upon any of the properties or franchises then owned or thereafter acquired by such corporation (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by such corporation from the Company, and improvements, extensions and additions thereto and renewa1s and replacements thereof, (b) the property used by such corporation as a basis under any of the provisions of this Indenture for the authentication and delivery of Bonds, the withdrawal of cash, the release of Mortgaged Property from the Lien of this Indenture or otherwise, and (c) such franchises, repairs and property acquired, made or constructed by the successor corporation (i) to maintain, renew and preserve the franchises which are subject to the Lien of this Indenture, (ii) to maintain the Mortgaged Property as an operating system or systems in good repair, working order and condition, (iii) in rebuilding or renewal of any of the Mortgaged Property damaged or destroyed, or (iv) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, implements or furniture, or any other fixtures or personalty; which are Mortgaged Property and which have become old, im\dequatc, obsolete, worn out,

  • unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the Mortgaged Property.

77

§§ 14.01, J.t.l)l ARTICLE XIV THE TRUSTEE Section 14.01. (a) The Trustee shall at all times be a bank or trust company eligible under Section 7.04 and have a combined capital and surplus of not less than Twenty Million Dollars ($20,000,000). lf the Tmstee publishes reports of condition at least annually, pursuant to law or to the requirement of any supervising or examining authority referred to in Seceion 7.04, then for the purposes of thisSection I 4.01 the combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) The Trustee hereby accepts the trust created by this Inden-ture. The Trustee and, if a separate or co-trustee is appointed pursuant to Section 14.15, such separate or co-trustee, undertakes prior to Default, and after the curing of all Defaults which may have occurred, to perform such duties and only such duties as are specifically set forth in this Indenture, and in case of Default (which has not beer. cured) to exercise such of the rights and powers vested in it by this lndenturc, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. For purposes of this Section 14.01 and Section 14.02, a Default shall be deemed cured when the act or omission or other event giving rise to such Default shall have been cured, remedied or termi-nated; (c) The Trustee, upon receipt of evidence furnished to it by or on Tru,1... to dttermine if behalf of the Company pursuant to any provision of thb Indenture, will <*ld*a<<

examine such evidence to determine whether or not it conforms to the c<1afcrnis to ttciuin:n1rn1i requirements of this Indenture.

Section 14.02. (a) No provision of this Indenture shall be con-  !::>(tent or Tru>ttt's strued to relieve the Trustee from liability for its ow.n negligent action, liability its own negligent failure to act, or its own willful misconduct, except that (i) prior to Default, and after the curing of all Defaults which No! Jlabl<

~xctpl Cor may have occurred, the Trustee shall not be liable except for the performance performance or such duties as are specifically set forth in this or dtttits under lndtnlu~

Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee but the duties and obliga-tions of the Trustee, prior to Default, and after the curing of al!

78

§§ 14.0l (cont.), 14.0J Defaults which may have occurred, shall be determined solely by the express provisions of this Indenture~ and Tnisre-c m*y (ii) prior to Default. and after the curing of all Defaults which rtly upon I rut h of sta1trnen1s ln may have occurred, and in the absence of bad faith on the part of

,:,,r.i~cal

not be personally liable in case of entry by it upon the Mortgaged op,,ration or Property for debts contracted or liability or damages incurred in the Moreg~i:*d Prop,,ny management or operatio:1 of Mortgaged Property.

(h) The Trustee, any paying agent, bond registrar, or authenticat- Trust.,. m*y O>,n Bonds ing agent, in its individual or any other capacity, may become the holder, owner or pledgee of Bonds or couporis and, subject to Section 14.11 and Section 14.12, may otherwise deal wit11 the Company with the same rights the Trustee would have if it were not Trustee, paying agent, bond registrar or authenticating agent.

Section 14.05. Whenever it is provided in this Indenture that the T ru<te,, may git*

n<>!ke, inddtnt*I Trustee shall take any action upon the happening of a specified event or to action ~Y lt upon the fulfillment of any condition or upon the request of the Company or of Bondholders, the Trustee taking such action shall have full power to give any and all notices to do any and all acts and things

  • incidental to such action,Section I 4.06. Any notice or demand which by any provision of this No1i_., by Tnm~

to Comp*ay Indenture is required or permitted to be given or served by the Trustee on the Company shalt be deemed to have been sufficiently given or served, for all purposes. by being deposited postage prepaid in a post office letter box.addressed (until another address is filed by the Com-pany with the Trustee for the purpose of this Section 14.06) to the Company at the following address:

Kansas City Power & Light Company 1330 Baltimore A venue Kansas City, t>.'1issouri 64105 Attention: Corporate Secretary

80

§§ 1-1.07, 14.08 Section 14.07. (a) To the extent permitted by Section 14.01 and Section 14.02:

Trusto:<: mJly (i) the Trustee may rely and shall be protected in acting upon r<!ly on ctrtfRcato any Accountant's Certificate, Appraiser's Certificate, Ol1icers' Cer-tificate, Engineer's Certificate, Opinion of Counsel, Board resolu-tion, certificate, opinion, notice, request, consent, order, appraisal, report, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; and any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Boardresolution or written order; and Tru,te,, may (ii) the Trustee may *consult with counsel, who may be coa;ul I .. ith t::OUtlS<'I counsel to the Company, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance with the opinion of such counsel.

Tru!ttt n<>I (b) The Trustee shall not have any responsibility for the selection, resp*n,;ibl* for seJoe<:lion ol appointment or approval of any expert for any purpose expressed in this

<XJ><rt Indenture, except that nothing in this Section 14.07 shal: relieve the Trustee of its obligation to exercise reasonable care with respect to such scl~ction. appointment or approval of experts who may furr.ish opinions or certificates to the Trustee pursuant to this Indenture .

(c) Nothing in this Section 14.07 shall be deemed to modify the obligation of the Trustee to exercise during the continuance of a Default the rights and powers vested in it by this Indenture with the degree of care and skill specified in Section 14.01:

M-0*<}> d*p*>'itcd Section 14.08. (a) Subject to Section 18.01, all moneys received by with Trnsltt to be held the Trustee whether as Trustee or paying agent shall, until used, ia crust; inre,.si invested or applied as provided in this Indenture, be held in trust for the oq SbCh mOM.)'S purposes for which they were received, but neeci not be segregated from other funds except to the extent required by law. fn accordance with Section 11.02, the Trustee may aflow and credit to the Company interest on any money,:; received by the Trustee hereunder at such rate, if any, as may be agreed upon by the Company and the Trustee from time to time and as may be permitted by law.

81

§§ 1,4.0$ (cont), 14,09 (b) No provi:.ion of this Indenture shall require the Trustee to Tiu*t..., not

~uired 10 risk.

expend or risk its own funds or otherwise incur personal financial own fijnd<

  • liability in the pcrformancc of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liabiiity is not rea,,onabJy assured to it.

Section 14.09. (a) The Company shall pay to the Trustee from Comp<o:iation or Trust~

time iO time, and the Trustee shall be entitled to receive from the Company, reasonable compensation for all services rendered by the Trustee in its execution of the trusts created by this Indenture and in its exercise and performance of any of the powers and duties of the Trustee hereunder, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, and the Company shall reimburse the Trustee for all appropriate advances made by the Trustee and shall pay to the Trustee from time to time its expenses and disbursements (including the reasonable compensation and the expenses and disbursements of all persons not regularly in its employ and, to the extent pennitted by law, of its counsel) incurred without negligence or bad faith. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense in.:urred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of the trust created by this Indenture, including the costs and expenses of defending against any claim of liability in the premises.

To secure the perfom* liiCC of the obligations of the Company under this Secrion 14.09;' the Tru.;r.:c shall have (in addition to any other rights under this Indenture) a lien prior to that of the Bondholders upon the Mortgaged Property, including all Mortgaged l'roperty and funds held or collected by the Trustee.

(b) If, and to the extent that, the Trustee and its counsel and other U~t1 (or Trusctt COD1p¢.r,,uaI.fou persons not regularly in its employ do not receive compensation for serrices rendered, reimbursement of its or their advances, expenses and disbursements, or indemnity, as provided in Section 14.09 (a}, as the result of allowances made in any reorganization, bankruptcy, receiver-ship, liquidation or other proceeding or by any plan of reorganization or readjustment of obligations of the Company, the T rustce shall be entitled, in priority to the Bondholders, to receive any distribution of any securities, dividends or other disbursements which would otherwise be made to the Bondholders in any such proceeding or proceedings and the

§§ 14.0'.) (ronl.), 14.10, 14.IJ, 14.12, 1~.u 82 Trustee is hereby constituted and appointed, irrevocably, the attorney-in~fact for the Bondholders and each of them to collect and receive, in their name, place and stead, such distributions, dividends or other disbursements, to deduct therefrom the amounts due to th~ Trustee, its counsel and other persons not regularly in its employ on account of services rendered, advances, expenses and disbursements made or incurred, or indemnity, and to pay and distribute the balance, pro rata, to

  • the Bondholders. The Trustee shall have a lien upon any securities or other considerations to which the Bondholders may become entitled pursuant to any such plan of reorganization or readjustment of obliga-tions, or in any such proceeding or proceedings; and the court or judge in any such proceeding or proceedings may determine the terms and con-ditions under which any such lien shall exist and be enforced.

Trust,:,: mar rdy Section J4.10. Whenever in the administration of the trusts created on facu

~.\t3bli51ted by this Indenture, prior to a Default, or after the curing of Default, the by Offictl'$' Trustee shall deem it necessary or desirable that a matter be proved or C*1tifi~:11t established prior to tak.i:ig or suffering any action hereunder, such matter (unless other evidence in respect thereof is herein specifically pre-scribed) may to the extent permitted by Sections 14.0l and 14.02 be deemed to be conclusively proved and established by an Officers' Certificate delivered to tbe Trustee, and such Ofli.cers' Certificate shall be full warrant to the Trustee for any action taken by it under this Indenture in reliance thereon.

Action to be taken Section 14. J1. The Trustee wiH comply with TIA Section 31 I (a),

by T111sccc who

~~omos er~ditor excluding any creditor relationship listed in TIA Section Jll (b). A of Com11any trustee which has resigned ot been removed shall be subject to TIA Section 311 (a) to the extent indicated therein.

A<::rior. to he taken Section 14.12. The Trustee will comply with TIA Section JJO(b);

hf Trust<<

  • <quiring orovided, however, that (i) there shall be excluded from the require-tonllktioi lntcrtsl ~ents of TIA Section 310(b) (!) all indentures which may be excluded pursuant to the proviso to TIA Section 310(b) (!); and (ii) the provi-sions of the first sentence of TIA Section 3JO(b) (9) shall not apply to any securities described in the second sentence of T[A Section 310(b} (9j.

Resi2~oiion ¢r Section 14.13. (a) The Truslee may at any time resign and be rt!t1<>10J of 11'iS!e-¢ discharged of the trusts created by this Indenture by giving written notice to the Company specifying the day upon which such resignation

83

§§ 14,13 {cont.), 1.q4 shall take cffect and thereafter publishing notice thereof, in one Author-ized Newspaper in the Borough of Manhattan, The City of New York, and in one Authorized Newspaper in the city in which the principal office of the Trustee is located, once each, and such resignation shall take effect upon the day specified in such notice unless previously a successor trustee shall have been appointed by the Bondholders or the Company in the manner provided in Section 14.14, and in such event such resignation shall take effect immediately on the appointment of such successor trustee, provided, however, that if all then Outstanding Bonds shall be Registered Bonds, no notic~ need be given except by mail in accordance with Section 14.13(c). This Section 14.13 shall not be applicable to resignations pursuant to Section 14.12.

(b) Any Trustee may be removed at any time by an instrument or 1'rui.te,i, m ..y bt r-cmotcd by concurrent instruments in writing filed with such Trustee and signed and holders C)f a acknowledged by the holders of a majority in principal amount of the majority or Bi1nd5 then Outstanding Bonds or by their attomcys in fact duly authorized.

( c) In case at any time the Trustee shall cease to be eligible in Trus1<< -i"ll' to

~ ~ligible shall accordance with Section 7.04 or Section 14.01, then the Trustee so mien ceasing to be eligible shall resign immediately in the manner and with the effect provided in this Section 14.13; and in the evcntthat it does not resign immediately in such case, then it may be removed forthwith by an instrument or concurrent instruments in writing filed with the Trustee so ceasing to be eligible and either (i) signed by the Chairman of the Board, Chief Executive Officer, President or a Vice~President of the Company attested by the Secretary or an Assistant Secretary of the Company or (ii) signed and acknowledged by the holders of a majority in principal amount of Outstanding Bonds or by their attorneys in fact duly authorized.

Section 14.14. (a) In case at any time the Trustee shall resign or App<>intm~~I ot SllcettSSM Tl'USt<<

shall be removed (unless such Trustee shall be removed as provided in Section I4.12(c) in which event the vacancy shall be fi!led as provided therein) or shall become adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, or a vacancy shall be deemed to exist in the office of the Trustee for any other reason, the Company, by a Board resolution, shall

84

§§ 14,lJ (con,.), lJ,IS promptly appoint a successor trustee. In case all or substantially all of the Mortgaged Property shall be in the possession of a receiver or trustee lawfully appointed, such receiver or trustee, by written instrument, may similarly appoint a successor to fill such vacancy until a new trustee shall be so appointed by the Bondholders. Within one year after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee may be appointed by act of the holders of a majority in principal amount of the Outstanding Bonds, delivered to the Com-pany and the retiring Trustee, and the successor trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor trustee and supersede the successor trustee appointed by the Company or by such receiver or trustc:c.

~oti(e to (b) The Company shall publish notice of any appointment of a llo~~b~lden successor Trustee made by it or by act of Bondholders in the manner provided in Section 14.13.

Court c~ ( c) If in a proper case no appointment of a successor Trustee shall app-ofot .sucussor Ttusltt in be made pursuant to Section l4.14(a)within six months after a vacancy ct:rtain

<ift* ms1,m.:es shall have occurred in the office of Trustee, any Bondholder or any resigning Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.

Roesigoalioo ( d) If any Trustee resigns because of a conflict of interest as of Trustee provided in Section 14.12 and a successor Trustee has not been appointed by the Company or the Bondholders or, if appointed, has not accepted the appointment, within 30 days after the date of such resignation, the resigning Trustee may apply to any court cf competent jurisdiction for the appointment of a successor trustee.

Sue<<~sor T rustce (e) Any Trustee appointed under this Section 14.14 as a successor shall I,.,

qu*l:fi*d Trustee shall be a bank or trust company eligible under Section 7.04 and Section 14.01 and qualified under Section 14.12.

A pp<,lntru<111 or Section 14.15. (a) At any time or tiines, for the purpose of addi1iflnol tru,1,...,s or c-c-trustttS conforming to any_ legal requirements, restrictions or conditions in any state or jurisdiction in which any Mortgaged Property may be located, the Company and the Trustee shall have the power to appoint, and, upon the request of the Trustee, the Company shall for such purpose join with the Trustee in the execution, delivery and performance of all instru~

85

§ 14.15 (con!.)

ments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee, either to act as separate trustee or trustees, or co-trustee or co-trustees jointly with the Trustee, of all or any of the Mortgaged Property. In the event that the Company shall not have joined in such appointment within 1S days after the receipt by it of a request to do so1 the Trustee alone shat! have power to make such appointment.

('o) Every separate trustee, every co-trustee and every successor Ap!'<)itlCmcnl subJcrt to trustee, other than any trustee which may be appointed as successor to ~rtllin conditions the original Trustee, shall, to the extent permitted by law, but to such extent only, be appointed subject to the following provisions and condi-tions, namely:

(i) the rights, powers, duties and obligations conferred or imposed upon trustees hereunder or any of them shall be conferred or imposed upon and exercised or performed by the Trnstcc and such separate trustet: or separate trustees or co-trustee or co-trustecs, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-tmskc or co-trustee.s; (ii) the Bonds shall be authenticated and delivered, and all powers, duties, obligations and rights conferred upon the Trustee in respect of the custody of all Bonds and other securities and of all cash pledged or deposited hereunder, shall be exercised solely by the original Trustee or its successors in the trust hereunder; and (iii) the Company and the Trustee, at any time by an instru-ment in writing executed by them jointly, may accept the resigna-tion of or remove any separate trustee or co-trustee appointed under thisSection I 4. J5 or otherwise, and, upon the request of the Trustee, the Company shall, for such purpose, join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal. In the event that the Company sl,all not have joined in such action within 15 days after the receipt by il of a request so to do, the Trustee alone shall have power to accept such resignation or

86

§§ I.I.IS (eon!.), 14.16 to remove any such separate trustee or co-trustee. A successor to separate trustee or co-trustee so resigned or removed may be appoi:lted in the manner provided in this Section 14.15.

(c) No Trustee shall be personally liable by reason of any act or omission of any other trustee hereunder.

Nolie* by (d) Any notice, request or other writing, by or on behalf of the Bondholders lo Truit~. Bondholders delivered to the original Trustee, or its successor in the ootict: to

~11 ,rustc-t~ trust hereunder, shall be deemed to have been delivered to all of the tllntenu, then trustees or co-trustees as cffectually as if delivered to each of them.

filiAg, tic.

M in,1rumen1 Every instrument appointing any trustee or trustees other than a succes-

  • PJ"linl[og

,,,,,,..,; sor to the original Trustee shaU refer to this Indenture and the conditions incapadty, eie. or expressed in this Article XIV and upon the acceptance in writing of such ins.U\lfth?UC appointment, such trustee or trustees. or co-trustee or co-trustees, shall

  • Pl'Qlnliog 1nm..e be vested with the estates or property specified in such instrument, either jointly with the original Trustee, its successor, or separately, as may be provided in such instrument the trusts, conditions and provisions of this Indenture; and every such instrument shall be filed with the original Trustee or its successor in the trust hereunder. _Any separate trustee or trustees, or any co-trustee or co-trustees, may at any time by an instrument in writing constitute the original Trustee or its successor in the trust hereunder the agent or attorney in fact for such trustee, with full power and authority, to the extent which rr.ay be pem1itted by law, to do any and all acts and things and exercise any and all discretion authorized or permitted by such trustee, for and on behalf of such trustee, and of such trustee name. In case any separate trustee or trustees or co-trustee or co-trustees, or a successor to any of them, shall die, become incapable of acting, resign or be removed, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the original Trustee or its successor in the trust hereunder, without the appointment of a new trustee as successor to such separate trustee or co-trustee.

Ac*~p!ance by Section 14.16. Any successor trustee appointed hereunder shall 5UCC<S10r

ru
strt; execute, acknowledge and deliver to the predecessor trustee, and also to

~quiremtnts the Company, an instrument accepting such appointment hereunder, of predoc~,or Tru,ltt and thereupon such successor trustee, without any further act, deed or up-0"11 ncfrini,:

conveyance, shall become fully vested with all the estates, properties,

87

§§ J4,J(; (tonf.), 14.17 rights, powers, trusts, duties and obligations of the predecessor in trust hereunder, with like effect as if originally named as trustee herein; but the trustee ceasing to act shall nevertheless, on the written request of the Company, or of the successor trustee, or of the holders of IO% in principal amount of the then Outstanding Bonds, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor trustee .all the right, title and interest of the trustee to which such trustee succeeds in and to the Mortgaged Property and such rights, powers, trusts, duties and obligations; and the trustee ceasing to act shall also, upon like request, pay over, assign and deliver to the successor trustee any money or other Mortgaged Property, including any pledged securities which may then be in the possession of such trustee. If any deed, conveyance or instrument in writing from the Company is required by the new trustee for more fully and certainly vesting in and confirming ta such new trustee such esrates, properties, rights, powers, trusts and duties, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Company.

Section 14.17. Any corporation into which the Trustee may be M~rfl"r or conS41icl11rioto 11r merged or with which it may be consolidated or any corporation inisltt resulting from any merger or consolidation in which the Trustee shall be a party or any corporation to which substantially all the business and assets of the Trustee may be transferred, provided such corporation shall be eligible under Section 7.04 and Section 14.0/ and qualified under Section 14.12, shall be the successor trustee under this Indenture, without the execution or filling of any instrument or the perfonnancc of any further act on the part of the Company or any other co-trustee hereunder, anything herein to the contrary notwithstanding. In case any of the Bonds contemplated to be issued hereunder shall have been authemicated but not delivered, any such successor to the Trustee may, subject to the same terms and conditions as though such successor had itself authenticated such Bonds, adopt the certificate of authentication of the original Trustee or of any successor to it, as trustee hereunder, and deliver the said Bonds so authenticated; and in case any of said Bonds shall not have been authenticated, any successor to the Trustee may authent1cate such Bonds either in the name of any predecessor trustee or in the name of the successor trustee, and in all such cases such

f§ 14,17 (cont.), 14.18, 14.19 88 certificate shall have the same full force which the cenificate of the Trustee shall have; provided, however, that the right to autllenticate Bonds in the name of the original Trustee shall apply only to its successor or successors by merger or consolidation or sale as aforesaid.

Appointment or Section I 4.18. Notwithstanding any other provision of this Inden~

$Uc:(0,0t TTllSi~

oy Companr ture, by instrument executed by order of the Board and duly acknowl-edged by its proper officers, the Company may appoint any corporation eligible under the provisions of this Indenture, and doing business in the United States of America, as Trustee in succession to the Trustee on the date of such appointment, and the corporation so appointed Trustee shall thereupon become successor Trustee hereunder, but no such appointment may be made prior to December 1, 1996, or prior to the tenth anniversary of any such appointment or any subsequent such appointment.

Jolr.ing of Section 14.19. In the event that an individual trustee is joined in indi,idusl trustee order to comply with any legal requirements respecting trustees under deeds of trust of property in any state in which Mortgaged Property is or may in the future be situated, such individual trustee shall posscsi on\y such powers as may be necessary to comply with such requirements.

Any and au rights, powers, duties and obligations of this Indenture conferred or imposed upon the Trustee may be exercised and performed by the Trustee alone without reference to any individual trustee in so far as permitted by law. In any Supplemental Indenture joining an individ-u2.l trustee, the individual trustee shall irrevocably constitute and appoint *'the Trustee the true and lawful attorney in fact for such individual trustee with full power and authority, insofar as permitted by law, either in the name and on behalf of the Trustee alone, or or the Trustee aod the individual trustee jointly, to exercise any and all rights or powers conferred by this Indenture upon the individual trustee alone, or upon the Trustee and the individual trustee jointly.

89

§ 15.01 ARTICLE XV SUPPLEMENTAL INDENTURES Section 15.01. Without the consent of any Bondholders, the Trus- Protl,ion for Suppkm,ntal tee and the Company, when authorized by a Board resolution, from time lnd*atures for to time and at any time, may enter into Supplemental Indentures hereto <1:rtllfa purpc""'

which shall thereafter form a part hereof, for any one or more of the following purposes:

(a) to convey, transfer and assign to the Trustee and to Svbj.:ct ddilion,,l properfas ,o Li<n subject to the Lien of this Indenture v.ith the same force and effect as if included in the granting clause hereof, additional properties and franchises, including bonds, stock and securities in other companies hereafter acquired by consolidation, merger, purchase or otherwise, together with such other pro1,isions as may be appropri-ate to express the respective rights of the Trustee and the Company in regard thereto; (b) to close this Indenture against the issue of additional Bonds or to add limitations on the amount, terms, provisions, authentication, delivery, issue and purposes of the issue of Bonds under this Indenture;

( c) to provide for the issue of Bonds of any series, to add Provide for i,;suc or i provisions with respect to such series, and to establish the forms s.eriesor llond, and provisions of the Bonds of such series, all in a manner not inconsistent with the provisions of this Indenture;

( d) to provide the terms and conditions of the exchange or Prod.!ettmu o( ¢Xdtange conversion, at the option of the holders of Bonds of any series, of or collttl'Sfon the Bonds of such series for or into Bonds of other series or stock or other securities of the Company or any other corporation; (e) to provide for alternative methods or forms for evidencing Protidee i:altiem2ches (or and recording the ownership of Bonds and matters related thereto; ,.idcoting o,..cenblp of Bonds (f) to reflect changes in Generally Accepted Accounting Refled chs *i:es in GentrtJly .\((tl'I~

Principles; Accounting Pr!ndpl~

{g) to modify any provision of this Indenture for the purpose Modify<<rt,.in prorisions ia of relieving the Company from any of the obligations, conditions or lnden!ure

90

§§ 15.01 (<mU.), JS-()!

restrictions herein contained or otherwise; provided, that no such modification shall be or become operative or effective, or in any manner impair any of the rights of the Bondholders or of the Trustee, while any Bonds of any series established prior to the execution of such Supplemental Indenture shall remain Outstand-ing; i'o mak~ (h) to make such provision in regard to matters or questions

~rtain c:orrectit:lns arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supple-menting any defective or inconsistent provision contained in this Indenture or in any Supplemental Indenture; and To pro*ioe (j) to provide for the joining of an individual trustee in order fo~ joining of indi*idual irus[~ to comply with any legal requirements respecting trustees under deeds of trust of property in any state in wl:ich Mortgaged Property ls or may in the future be situated.

R~quit<m<nC> for Section 15.02. (a) With the consent (evidenced as provided in Sup;kntentsl Indentures Article XVI or Article XX) of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company, when author-ized by a Board resolution, and the Trustee may, from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of this Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the holders of Bonus and coupons; provided, however, that anything in this Section 15.02 to the contrary notwithstanding, (i) no such Supplemental Indenture shall, without the consent of !he holder of each Outstanding Bond affected thereby, (A) extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or exlend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to Article XU, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or premium, if any, or interest on such Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien (but no amendment of the 1946 !\fortgage nor any merger or consolidation, as permitted by Section I 3.01, of the

91 H 15.02 (coat.), J6.0l Company with any other Person owning property which is subject to a Prior Lien shall be deemed the creation of any Prior Lien) and (ii) no action specified in this Section 15.02 ( a) which wou1d affect the rights of the holders of Bonds of only one series, as evidenced by an Opinion of Counsel, may be taken unless approved by the holders of more than 60%

in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affcct the rights of the holders of Bonds of two or more series, the approval of such action on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such two or more series, which need not include 60% in principal amount of Outstanding Bonds of each of such series; provided, however, that in no event shall such action be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series.

(b) Upon the request of the Company, accompanied by a copy of a Tnl5ttc shall join Com~*ny Board resolution authorizing the execution of any such Supplemental in txeeudoa Indenture, and upon the filing with the Trustee of evidence of the of Suppl~mcaW fodeutur,i consent of Bondholders as aforesaid, the Trustee shall join with the Company in the execution of such Supplemental Indenture.

ARTICLE XVI MEET11'GS OF BO!'s'D!IOLDERS Section l.6.0 l. (a) The Trustee shall on request of the Company l\faon~r or cilHag m<<otiags pursuant to a Board resolution or upon written request of the holders of aod ddr:rm1i:iacloCJ not less than 50% in aggregate principal amount of Outstanding Bonds or !loads .Jl'tdc;l call a meeting of Bondholders to be held at such time and at such place in either the Borough of Manhattan, The City of New York, or the city in which the principal office of the Trustee or the city in which. the principal office of the Company is located, as the Trustee shall deter-mine. Notice of every meeting of Bondholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and specifying each series of Bonds which would be affected by the proposed action, shall be published at least two times in one Authorized Newspaper in the Borough of Manhattan, The City oi New York, New York and in one Authorized Newspaper in the city in which the principal office of the Trustee is located, the first publication in each such Authorized Newspaper to be not less than 20

92

§§ 16..0l (cone.), 16.02 nor more than 60 days prior to the date fixed for such meeting (except that, if all the Bonds which would be affected by the proposed action arc Registered Bonds, such publication need not be made) and shall be mailed not less than 30 days before such meeting (i) to each holder on a record date not more than 15 days prior to the date of such mailing of Registered Bonds whicli would be 2.ffected by the action proposed to be taken at the meeting and then Outstanding, addressed to such holder at the address appearing on the Bond register maintained pursuant to Section 2.06, (ii) to each holder of any such Bond payable to bearer who shall have filed, within two years prior to the date of such mailing, with the Trustee an address for notices to be addressed to such holder, (iii) to all other Bondholders whose names and addresses are preserved at the time by the Trustee, as provided in Section 17.02, (iv) to the Trustee addressed to it at P.O. Box 64, Kansas City, Missouri 64141, or at such other p[ace as may be designated by the Trustee from time to time, and (v) to the Company addressed to it at 1330 Baltimore Avenue, Kansas City, Missouri 64105, Attention: Corporate Secretary, or at such other address as may be designated by the Company from time to time; provided, however, that the. mailing of such notice to any Bondholder shall in no case be a condition precedent to the validity of any action taken at such meeting.

Truitee co (b) The Trustee may in its discretion determine whether or not 1}'1ermia~ Bonds tf!'(ctcd Bonds of any particular series would be affected by action proposed to be taken at a meeting and any such detennination shall be conclusive upon the holders of Bonds of such series and all other series. Subject to Section 14.02 and Section 14.07, the Trustee shall not be liable for any such determination made in good faith.

Calling of Section 16.02. In case at any time the Company, pursuant to a tnet!ingi by Company or Board resolution, or the holders of not less than a majority in aggregate Boadboldcr:. principal amount of the Outstanding Bonds which would be affected by the action proposed to be taken, shall have requested the Trustee to call a meeting of Bondholders, by written request setting forth in general terms the action proposed to be taken at such meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 20 days after receipt of such request, then the Company or the holders of Bonds in the amount above specified may determine the time and place in the Borough of Manhattan, The City of New York, or in the city in which the principal office of the Trustee or the city in which

93 H 16.02 (ton!.), 16..03, 16,().j the principal office of the Company is located, for such meeting and may call such meeting by giving notice thereof as provided in Section 16.01.

Section 16.03. To be entitled to vote at any meeting of Bondhold- Pers<>o* entitled to ,otc-ers a Person shall (a)* be a holder of Coupon Bonds transferable by at mttein~

delivery of a series which would be affected by the proposed action; or (b) be a holder of Registered Bonds of such a series ( whether such Bonds are fully registered or registered only as to principal); or (c) be the holder of a certificate then in effect 2nd satisfactory to the Trustee issued pursuant to Section 20.01; or (d) be a Person appointed by an instrument in writing as a proxy for such a holder or holders of Bonds of such a series or for a holder of such a certificate, provided that no Person who holds a Bond which is excluded in the detennination of the requisite amount concurring in any direction, waiver or consent as set forth in Section 20.03 shall be permitted to vote. The only Persons who shall be entitled to be present or to speak at any meeting of Bondholders shall be the Persons en~itled to vote at such meeting and their counsel, proxies and any representatives of the Trustee and its counsel, and any representatives of the Company and its counsel.

Section 16.04. (a) Notwithstanding any other provision of this Cartducr of m<<dng; Indenture, the Trustee on its own initiative or on request of the regu[ations Company may, or upon request of the holders of a majority in principal amount of the Bonds Outstanding shall, from time to time, make such reasonable regulations, and may vary such regulations, as it may deem advisable for any meeting of Bondholders, in regard to the appointment and duties ofinspectors of votes, the submission and examination of proxies, certificates and other evidences of the right to vote, and, except as .otherwise provided in this Section 16.04 and in Section 16.05, such other matters concerning the conduct of the meeting as the Trustee may deem advisable. Except as otherwise permitted or required by any such regulations, the holding of Bonds shall be proved in the manner specified in Secrion 20.01 and the appointment of any proxy shall be proved in the manner specified in Section 20.01 or by having the signature of the Person executing the proxy witnessed or guaranteed by any bank, banker or trust company authorized by Section 20.0! to certify to the holding of Bonds which are transferable by delivery.

94 U 16.04 {cant.), 16.05 Trust<<: to (b) The Trustee shall, by an instrument in writing, appoint a

,appoint ch*irmsn

.,r m..elin~ temporary chairman of the meeting, unless the meeting shall. have been called by the Company or by Bondholders as provided in Section 16.02, in which case the Company or the Bondholders calling the meeting, as the case may be, shall in a similar manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vole of the Bondholders and proxies present at the meeting irrespective of the principal amount of the Bonds held or represented by them.

On<, 1ot~ (c) Subject to Section 20.03, upon the submission of any resolu-(or ucb SIOOO principnl *mount tion at any meeting, each *Bondholder or proxy shall be entitled to one or Bondi vote for each and every $1000 principal amount of Outstanding Bonds held by such Bondholder or by the Bondholders represented by such proxy, as the case may be, the holders of which are entitled by this Article XVI ta vote, provided, however, that r:o vote shall be cast or counted at any meeting in respect of any Bond challenged as not Outstanding and ruled by the chainnan of the meeting to be not Outstanding. The cl1airman of the meeting shall have no right to vote other than by virtue of Bonds held by such chairman or instruments in writing as aforesaid duly designating such chairman as the person to vote on behalf of other Bondholders. Any meeting of Bondholders duly called pursuant to Section 16.01 or Section 16.02 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

t\bnner Section 16.05. (a) The vote upon any resolution submitted in or ,orin~ accordance with the provisions of Section 16.0I shaH be by written ballots on which shall be subscribed the signatures of the holders of Bonds or their representatives by proxy and the serial number or numbers of the Bonds held or represented by them. The chairman of the meeting shall appoint two inspectors of votes *who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Bondholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts, setting forth a copy of the notice of the meeting and showing that

95

§§ 16.0S (cont.), 16.0o, 16.o?, 17.01 said notice was published a.$ provided in Section 16.01. The record shall show the serial numbers of the Bonds voting in favor of any resolution submitted in accordance with Article XVI, The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

(b) Any record so signed and verified shall be conclusive evidence Record co~dusi..,

e,idenct of the matters therein stated.

Seclion 16.06. Nothing in this Article XVI contained shat! be Rights of TrustH or deemed or *construed to authorize or permit, by reason of any call of a ~ndbohlers not meeting of Bondhoiders or any rights expressly or impliedly conferred to be bind*~

or d~ta,...i hereunder to make such call, any hindrance or delay in the exerdse of any right or rights conferred upon or reserved to the Trustee or to the Bondholders under any provision of this Indenture or or the Bonds.

SecJion 16.07. Any action which m.iy be taken at a meeting of Action bf

"'rirten consent Bondholders, including the authorization of a Supplemental Indenture as provided in Section 15.02 (a), may be taken without a meeting, without prior notice and without a vote, if such action is consented to in writing ( evidenced as provided in Article XX) by the holders of Outstandtng Bonds holding not less than the minimum aggregate principal amount of Outstanding Bonds which is necessary to authorize or take such action at a meeting of Bondholders.

ARTICLE XVII BONDHOLDER LISTS AND REPORTS BY THE COMPANY AND TIH, TRUSTEE Section 17.01. The Company will, so Jong as any Bonds are Comp*nr lo rurnisb Outstanding under this Indenture, furnish or cause to be furnished to the Bondholdtr Ii.<<<

Trustee within 60 days after each interest payment date on Bonds of each series from time to time Outstanding, and at such other times as the Trustee may request in writing, the infonnation required by TIA Section 312 (a), which the Trustee shall preserve as required by TIA Section 3l2(a). The Trustee will also comply with TIA Section 112(b),

but the Trustee, the Company and each person acting on behalf of the Trustee or the Company shall have the protection of TlA Section 312(c).

I

96

§§ 17.02, 17.03. 18.01 Comi,*ny tn Section /7.02. The Company shall (a) file with the Trustee, mMke 61ir.g, with Truslte and within 15 days after it is required to file the same with the Securities and OIR<r><i'.IC comply wicb TlA Exchange Commission, copies of the reports, information and docu-Seeti<1n 314 ments (or portions thereof) required to be so filed pursuant to TfA Section 314(a), and (b) comply with the other provisions of TIA Section 314( a).

Company Section J 7.03. The Trustee shall (a) transmit within 60 days after to forni;~

Jlondholders June 30 in each year, beginning with the year 1987, to the Bondholders, reporu *nd oditrwis,: a brief report dated as of such June 30 and complying with the comply ,.;1b TL\ requirements of TIA Section 3 I 3 {a), and (b) comply with the other Stctloo 313 provisions of TIA Section 313.

ARTI CLE XVIII DEFEASANCE Efl'ect of paym(nt Sectlon 18.01. (a) The Trustee may, and upon request of the or ind~bt<<lness Company sh.a!!, cancel and discharge the Lien of this Indenture and execute and deHver to the Company such deeds and instruments as shall be n:quired to discharge the Lien of this Indenture, and reconvey and transfer to the Company the Mortgaged Property, whenever all indebt-ed:iess secured hereby shall have been paid or deemed to have been paid, incluciing all proi::cr charges of the Trustee hereunder and there-upon the Bondholders shall have no rights under this Indenture except to payment of principal of, premium, if any, and interest on their Bonds.

TNsr.. 10 be: (b )* Notwithstanding the satisfaction and discharge of this Inden-l'l!i mburs<d for R'J~n*bl* ture, the Trustee shall have an unsecured right to charge and be

<XP,:IS<:5 reimbursed by the Company for any reasonable expenditures and liabili-ties (incurred in good faith and without negligence by the Trustee}

which it may thereafter incur.

D<"posit o( mon~y (c) Bonds and coupons for the payment of which and Bonds for or o~lig>Ation in c:trtain in.srnnces the redemption of which, either moneys in the necessary amount or c!..mcl p~ymcnl Governmental Obligations in an amount which, taking into account the reinvestment and proceeds thereof, will, in the opinion of an Accountant as certified to the Trustee in an Accountant's Cen:ificate, provide moneys which, together with the moneys, if any, deposited with or held by the Trmtee, shall be sufficient to pay when due the principal of, premium, if any, and interest due and to become due on said Bonds or portions thereof on the redemption or maturity date and on the cash

97

§Ii 18.01 (oont.), 18.0l, 1'>.tll interest payment dates thereof, as the case may be, shall have been set apart by or deposited with the Trustee, with irrevocable direction to apply the same to such payment, subject to Sect£on 18.02 (with or without any additional right given to the Bondholders to surrender their Bonds or obtain therefrom payment therefor prior to the redemption or maturity date) shall for all purposes under this Indenture, including satisfying the Lien of this Indenture, be deemed to have been paid; provided that in case of redemption the notice of such redemption shall have been given or arrangements shall have been made to the satisfac-tion of the Trustee that such notice will be given.

Section 18.02. 1n case any moneys deposited with the Trustee or Undaim~

lnontys any paying agent or proceeds of the investment in or sale of Governmen-tal Obligations held in trust for the pa~*ment of the principal of, premium, if any. or interest on any Bond remain unclaimed for two years after such principal, premium or interest has become due l!nd payable, the Trustee or such paying agent shall so advise the Company and shall pay over to or upon the written order of the Company said moneys, upon receipt of a written request of the Company, and thereupon the Trustee or such paying agent shall be released from any and all further liability with respect to the payment of principal of or premium or interest on such Bond, or fa the payment of any sinklng or purchase fund install-ment, and the holder of said Bond or any coupons for such interest shall be entitled (subject to any applicable statute of limitations) as an unsecured creditor to seek the payment thereof from the Company.

ARTICLE XIX

-IMMUNITY OF INCORPORATORS, SuBSCR1BeR.S TO THE CAPITAL STOCK, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 19.01. No recourse under or upon any obligation, covenant Gene,.,.l l'nn/sfon or agreement in this Indenture or any Supplemental Indenture, or in any Bond or coupon or because of the creation of any indebtedness hereby secured, shall be had against any incorporator or any past, present or future subscriber to the capital stock, stodmo!der, officer, director, agent or representative of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation under any rule of law, statute or constitution or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise; it being expressly agreed and under-

98

§§ l'.1.()1 (cqot.), 20.0!

stood that this Indenture and the obligations hereby secured, arc solely corporate obligations, and that no such personal liability shall attach to, or be incurred by, such incorporators, subscribers to the capital stock, steckholders, officers, directors, agents or representations of the Com-pany or of any predecessor or successor corporation, or any of them, as such, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Bonds or coupons, or implied therefrom, and that any and all such personal liability of every name and nature, and any and all such rights and claims against every such incorporator, subscriber to the capital stock, stockholder, officer or director, as such, whether arising at common law or in eq_uity, or created by rule of law, statute, constilution or otherwise, arc expressly released and waived as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the Bonds and coupons secured hereby.

ARTICLE XX EvmEt,..'CE Of Rwrns OF BONDHOLDERS AND OWNERSHIP OF BONDS E,idrncc o( Section 20.01. ( a) Whenever in this Indenture it is provided that ocrlon by El'1ndhold'-'" the holders of a specified percentage in aggregate principal amount of the Bonds may take any action (including the making of any demand or request, the giving of any notice or consent, or the taking of any other action) the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (i) by any instrument or any number of instruments of similar tenor executed by Bondholders in person or by attorney appointed in writing, or (ii) by the record of the Bondholders voting in favor thereof at any meeting of Bondholders duly called and held in accordance with the provisions of Article XVI, or (iii) by a combination of such instrument or instruments and any such record of such a meeting of Bondholders.

Proof of (b) Proof of the execution of any such instrument, or of a writing ext:eutfon appointing any such attorney, or of the holding by any Person of any of the Bonds or coupons shall, subject to Section !4.01, Section 14.02, and Section 14.07, be sufficient for any purpose of this Indenture (except as otherwise expressly provided) if made in the following manner:

99

§§ W.01 (,on1.), :l.0.02 (i) the fact and date of the execution by any Person of any c~rtil1o,t* or notary public instrument or writing may be proved by the certificate of any notary or oth~

public, or other officer authorized to take acknowlccgmcnts of ll~kno'f!edgm*nl deeds to be recorded in the jurisdiction in which such notary public or officer purports to act, that the person signing such instrument or writing acknowledged to such notary public or officer the execution thereof, or by an afli.davit of a witness to such execution sworn to before a11y such notary pub(ic or officer, (ii) the amount of Bonds transferable by delivery, and the txbibitiai:

Ronds or series and serral numbers thereof, held by such Person, and the date <<rtili~lt of such Person's holding such Bonds, may be proved either by exhibiting such Bonds themselves or by a certificate executed by any trust company, bank, hanker or other depositary wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had 011 deposit with or exhibited to such depositary, the Bonds dcscr:bcd in such cenificate. Each such certificate shall be dated and shall state that on the date thereof a Coupon Bond or Bonds bearing a specified serial number or numbers were deposited with or exhibited to such depositary by the Person named in such certificate. No such certificate shall continue to be effective if (A) a certificate bearing a later date issued in respect of the same Bond shall be produced, or {B) the Bond specified in such certificate (or a Coupon Bond or Bonds issued in exchange or substitution for said Bond) siJ~ll be produced, or (C) the Bond specified in such certificate shall be registered as to principal or shall have been surrendered in exchange for a Registered Bond. The Trustee may nevertheless in its discretion require further proof in cases where it deems further proof desirable. The ownership of Registered Bonds shall be proved by the register or registers of the Company. The record of any Bondholders' meeting shaH be proved in the manner provided in Section 16.05.

Section 20.02. Neither the Company nor the Trustee shall be lnSl""'ti<ln of Solids bound to recognize any Person as the holder of a Bond unless and until such Bond is submitted for inspection, if required, and the title of such Person to such Bond satisfactorily established, if disputed.

. !i§ 20.UJ, 20.04, 21.01 100 Bonds o,.nc,J ~Y Section 20.03. In determining whether or not the holders of the Compony or other obliger 1,r ~ffili~tt requisite aggregate principal amount of Bonds have taken any action th~"'of dttrncd under this Indenture, Bonds which are owned by the Company or any not to be oum*nding other obligor on the Bonds or by any Affiliate of the Com?any or such obliger shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such action only Bonds which the Trustee knows are so owned shall be disregarded. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for purposes of this Section 20.03, if the pledgee shat! establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds and that the pledgee is not an Affiliate of the Company or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee made upon the advice of counsel shall be full protection to the Trustee.

BonJhold~r Section 20.04. At any time prior to (but not after) the evidencing may rei<>l:c es>nscn1 to the Trustee, as provided in Section 20.01, of the taking of any action by the holders of the percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such action, any holder of a Bond the serial number of which is shown by the evidence to be included in the Bonds the holders of which have taken such action may, by filing written notice with the Trustee at its principal office and upon proof of such holding as provided in Section 20.01, revoke such action so far as concerns such Bond. Except as aforesaid any such action taken by the holder of any Bond shall be conclusive and binding upon such holder and upon all future holders of such Bond (and any Bond issued in lieu thereof or exchanged therefor), irrespective of whether or not any notation of such consent is made upon such Bond, and in any event any action taken by the holders of the percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Bonds.

ARTICLE XXI MISCELLANEOUS c~rtifiCJ1te$, Section 21.01. (a) Each certificate or opir.ion which is specifically opinions, tic.

required by this Indenture to be delivered to the Trustee with respect to compliance with a condition or covenant contained in this fndenture

LOl

§§: 11.0l (coni.). 21.02, 21.03, 21.~

shall include (i) a statement that the Person making such C:!rtificatc or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not in the opinion of such Person such condition or covenant has been complied with.

(b) Every request or application by the Comp.any for action by the Trustee shall be accompanied by an Officers' Certificate and an Opinion of Counsel stating in each case that in the opinion of the Person making such certificate or opinion the conditions precedent, if any, to such action, provided for in this Indenture (including any covenants the compliance with which constitutes a condition precedent), have been complied with.

(c) The same officer or officers of the Company, or the same Engineer or counsel or other Person, as the case may be, need not certi(.v to all the matters required to be certified under the provisions of any Article or Section of this Indenture, but different officers, Engineers, counsel or other Persons may certify to different facts respectively.

Section 21.02. Whenever any Person is referred to in this Inden- Su cce<<nn and assjgnS ture, such refc'rence shall be deemed to include the successors or assigns of such Person, and all the covenants and agreements in this Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of the Company and the Trustee whether so expressed or not.

Seclion 21.03. If any provision of this Indenture limits, qualifies, or Conllitt "ilh TL\

conflicts with another provision of this Indenture which is required to be included pursuant to any requirements of Sections 3/0 to 317, inclusive, of the TIA, such required provision shall control.

Section 2 J.04. Wherever reference is made in this Indenture to the TL\ cons Initd ,,.

in tfl'Kt on TIA, such reference is made to the TIA as it was in force on the date of dar~ hen:or the e.xccution of this Indenture.

§§ 2r.os. 21.IM 102 l'itrcs. Seccion 21.05. The titles of the Articles, the table of contents and Ta~rt of Contents, ~It, the marginal annotations in this Indenture shall not be deemed to be part of this Indenture.

Section 21.06. This Indenture may be executed in several counter*

parts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, KANSAS Crry POWER & LIGHT COM-PANY has caused its corporate name to be .hereunto affixed, and this instrument to be signed and sealed by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries, and UNITED MISSOURI BANK OF KANSAS CITY, N.A., to evidence its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be* attested by its Secretary or one of its Assistant Secretaries, al! as of the day and year first above written.

KANSAS CITY POWER & LIGHT COMPANY By: ARTHUR J. DOYLE

Title:

President

[ Corporate Seal]

Attest:

JEANIE,$.. LATZ Assistant Secretary UNITED MISSOURI BANK OF KANSAS CITY, N.A.

By:

  • CHRISTY J. S~-H.T_H

Title:

Vice President

[ Corporate Seal J Attest:

WILLIAM BLOEMKER Assistant Secretary

103 STATE OF MISSOURI COUNTY OF JACKSON

} ss.:

On this 24th day of November, 1986, before me appeared ARTHUR J. Dovu:, to me personally known, who, being by me duly sworn, did say that he is the President of Kansas City Power & Light Company, a corporation described in and which executed the foregoing instrument, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its board of directors, and said AR.THL'R J. DOYLE acknowledged said instrument to be the free act and deed of said corporation.

RUTH BUTLER Noury Publie

- STATE! OF Mrssouru

} ss.:

COUNTY Of JACKSON On this 24th day of November, 1986, before me appeared CHRISTY J. SMITH, to me personally !mown, who, being by me duly sworn, did say that she is the Vice President of united Missouri Bank of Kansas City, N.A., a national banking association described in and which executed the foregoing instrument, and that the seal affixed to the foregoing instrument is the association seal of said national banking a~ociation, and that said instrument was signed and sealed on behalf of said national banking association by authority of its board of directors, and said CHR1STY J. SMITH acknowledged said instrument to be the free act and deed of said na1ional banking association.

RUTH BUTLER No1ary Public

Exhibit A REAl ESTATE IN HlSSOURI All the following described real eatate or the Company aituated in the State of ~issouri:

CARROLL COONTY (1) SuMtatioo No. 18 Leta, Missouri Highway 1J9 b U.S. Highway 1.4:

Oegi nni:11} at a po int JO feet south and* 15 feet east of the noethwest comer of tha no~thwest quarter of Scctton J6, Townohip 53; Rar,ge 22; thence due South 178. 72 feet; tt\ence due Eaot 19}. 72 Feet; thence dtlc

.'lorth 178. 72 feet; thence due West 19J. 72 feet along tlic right-ci f-way of U.S. Hi;hway ~o. 24 to the place of beginnir,g, all in the northwest cornet' of tho northwest quarter of Sect.ion 36, Township 5J, Rarge 22, Carroll Co., Mo,

{2) Substation No, 104 Carrollton, Mile North & East of Ca.rollt.on: A tract of land desr:tibcll as follow$: BcgJ.noirg at the southwest corner or the rnnthwest c;uarter of the s:iuthwest quarter of Section 22, io11nshlp 53, Range 2J, in C1:1rroll Cocnty, Missouri; thence East al.orn:i the routh lfoe of said quart er qu11rt er section, a distance of 415 feet; thence North four hundred 447 feet; thenc:,;: West

-.15 feet to a p;>int on the west line of aforesaid qua rte: quart er section; thance South ta point of beginning, except any part of' above desc~ihed land in the public road, all in Carrell County, Missouri.

0) Substation No. 10J East Carrollton, on U.S. Highway 24 E:ast of Ca~roUtan, BegimiNJ on a HM which is parallel to and 230 feet east of the west line c;f the east one-half of the southwest quarter of Section J4, town~hip SJ, Range 2J, Canall County, Missouri., at its po.int of' inters(?Ction with the southerly line of U.S. Highway 24, thence Soulh 16:; feet, them:e East 200 feet, thence Nod:.h to the southerly line of' Highway 24 1 thence W!.lliterly along the said southerly li,1e of the highway to the point of beginning,

{4) Subotation No. 116 Bogard, on U.S. Highway 6S Not'th of Csi-rollton, A tract of land :ZOO feet by 200 feet located in the southeast portion tJf the northe!!st quarter of Section ;l), Township .S4, Range 2J, Carroll County, Hisrouri, described as follows: 8eginnlri; at the intersection of the ~est line of U.S. Route 6S and the north line of a public road which extends along the east-west center line of said Section :n; thence rlest along said north Road line e distance of 200 feet; thence North, parallel with the said west line of U.S. Route 6.S a distance of ZOO feet; thence East parallel with the said north Road line to the said ;,est .J.ine of U.S. Route 65, thence South along said west lina of U.S. Rovte 6S lo the point of hegionir-:;,

A - 1

CHARITON COOH1Y (5) Substation No. 19 Polk Street, ~lberr~ & Polk Streets in Brunswick: Lots 1,2,J,7,S,9,10,11 and 12 1 !l!ock 22, Western Add.,

Brunswick, Ho., also a strip of ~ound 20 feet wlde lying oo the east s!de of said lots which was a part of the public street and cxteooi ng the full length of said lots. See Abstract of Title for Plat No. 44.

ALSO at a p).l.nt 20 ft. east of the northeast corner of Bleck 22, Western Add., Brunswick, ~.o., thence ~ast 20 feet, thenc:c South parallel to eazt line of Block 22 to Grand River, thence West 20 feet, thence North pa,alle t to e:ist line of Block 22 to place of bcginnirq.

Sec bock of Page 93 of Abstract of Title for Plats u}2 and DJJ.

ALSO at a point 40 feet west of the northwent corner of Bleck ZJ, Western Add., Brunswick, Mo., thence East 40 feet to northwest corner of Block 23, thencu South* nlong west line of Block 2J, 12 feet, thence East 1,42 Feet, thenc11 South 34 Feet, thence West 0,67 feet to ><eGt line of' Block 2'.!, tht?Oce continue Wea t 6 feet, thence South parallel to west line of Slack 23, 25 feet, thence West 14 feet, thence South pal"alleL to west linc of 8.lock 23, to Grand River, tlience West 20 feet, thence North parallel to wost line cf :Uock 23 to place of be:ginnirg.

Sec back of Pw,e 52 of l\bslroct of .Htlc for Plat:J /JJ2 aoo 113}.

ALSO at northwest c;OC'i'Jor 8lock 2J, Western Add., Srurmwick, Mo,,

thence Soutll along west Une of !Hock 23, 12 feet, thence East 1.42 feet, thence South 34 feet, thence West G,67 feet, thence South parallel ta west line of !Hock 23, 25 feet, thence from this point a::i a start run South parellel ~o west line of 81cck 23, 24 feet, thence West 14 feet, then~ North :14 feet, then:e Eest 14 feet to place of oeginning. See back of Poges 49 and 50 of Abstract of Title for Plats

,Hi and !133:

(6} Service Center Brunswick, 11t lJ,S. Highway 21., & Missouri Highway 11 in Brunswick: All that pc~tion of the southwest quarter of Section 3, To*inohip 5J, Range 20, Chariton County, Hissout'i 1 me>re particularly ooscribed as fo Hows: Beginning at the west ~art e:

corner of Section J, Township 53 1 Range 20, Chariton County, tlo., a spike ( fovnd) in the pavement of State Route 11, sold point react ac,:-ording to Missoui-i State Highway Department lnfor::nation recor::fcd in SRB 6, P::ige )0,, Office of the Chariton County Roe<trder (OCCR), then~

olcng the west li na of said Sect ion J, South 2* 00' 20 \'lest, 1988 .6 feet to the interocction with the center line of the main trac:k of the N & W Railroad, thence along said center line, South 74 4 )2' to" -East, 1018.5 feet, thence North 15' 58' JO" East, 25 foet to the no:therly ri9ht-of..way line of said ~ & w Railroad and the true point of' beginnir.g: (2" iron pipe found No:th 1$ 0 56' JO" East, 27 .1 feet arxl accepted as a JX)int estllblished on the east line of Schuclunanrr 201/470), thence North 15° 58' JO East, 12JJ,O feet to o ::.ct l/2" iron rod, on the south right-oF-~ay line of U.S. Route 24, thence 3lorg said

" - 2

south right-of.)lay lino, North 54* 43' 3Cl West, H2.6 feet to e. set 1/2" iron rod, thenao leaving said oouth right-of-way llnc, South 15° 50' JO" i'lest 1,294.0 feet to a set 1/2" iror, rod on the north rlght-of-woy line of the N & W Railroad {right-of-way !:-eir,g 80 feet wide at that point), thence along said North right-of-way line, (1) South ;40 J2' 10" East, 135.2 feet to a set 1/2." iron rod,

( 2) Sovth w 27' 50" West, .S!>,O feet to o set 1/2" iron rocl,

0) South 74° J2' 10 E.ast, 1S9,4 feet to the true po.int of Mginni~.

(7) $ubstaUon No. 20 Dalton, at Walnut Street &- rlabash R.R. R/W in

~ : Beginning ~t the point ..oere the north am south quarter section line of Section 1J, Township .SJ, Rango 19, intersects the south line of the 'rle!>anh Railroad Company right-of-way, this point being 1096,4 feet south of the center of said Section D; thence along tho south lino of said right-of-way Noi:th 82° West ZJJ.ll feet; thence South 40 feet; thence South e,2* Enst on II line paraUel. tQ s:ai11 right-of-woy 2:n.s feet to the quarter :iection H.n~; tncnce North 40 fee.t to the place Qf beginning.

(El) Substation No. 21 Keytesville, U.S. Hi<Jhwa:r:; 24 East of Ke:r:;tesville: Beginning at a point on thu south line of the right-of-way of U.S. Highway 24, 17,31 chaill:3 west of and 12,24 chains north of' the center of Section J, To1<nship SJ, Range 18 in Chariton County, Mo., th.is poJ.nt beinrJ on the pr09erty line between A,C. Orace Estate an:! H.\I. Heuchan, thence along said property line Scuth 6° 35' East, 80.0 feet; then,;e North SJ> 25' East, 70,0 feet; thence tforth 6° }5' w~st, 51,S fuet to the south lir.e of U.S.

Highwa~ 2'*; thooce North 74* 2,* West, 75.6 fe!lt to the ~int of begiMi.ng, (9) Substotion No. 42 Brunswick, U.S. Hic;hway 24 West of Bru"swick:

That part of the south one-half of the northeast q1;arter of Section 4, fownship 53, Range 20, Chariton County, Missouri, descril:md BS fallows: Beginning on the routh line of the soul:h one-half of the ncrtheast quarter of Section 4 with its intetsection with the easterly line of the right-of-way of tho Wabosh Railroad C0111pany (Brunswick to Omaha Sranc:h), thence E:ast ale",! the south line of the snid northeast q1Jartcr of Section 4 a diutance of 600 feet, thence North 420 feet, thence West parallel to the south line of the said northeast quarter to the easterly right-af-way line af the Wabash RailrMd CC<11pany, thence Sauthenatcrly along the easterly line of seid right-of-way to point of beginning, (10) Substation ~o. SJ Solisbury, on U.S. Highway Na. 24 <1nd lc1o.

Highwa_y No. S 'liest of Salisb<Jcy~ A. tracl:. of land in the 1;est one-half of the southwest quarter of Section 8, Township 53, Range 17, Chariton County, Missouri, desctibad os follows: S~inning at a pciint that is 1415.2 feet north of and 21.6 feet west of the southeast corner of the A- J

,.est one-half of the oouthwest quatte~ of said Sectiao a, then:e North pn't'allel to the eiJst line of the west one-ha)f of the southwest. qunrte't' of Sect.:,oo S, a distance of 200 feet, thence West a distllnce of 52.S feet, thi,nce South 200 feet, thence Eagt 525 feet to p:ii.nt of beginning.

(11) Substation No. :S6 Ornnge Street, 710 (ast Chestnut lo Brunswick: The north 150 feet of lot One, Slack five, Price's Addition to the City of Brun:iwick, Chariton_ County, His sour i.

( 12) Substation No. 60 CharH,;m 1 IJ.S. Highway 24 West of Salisbury: A tract of 100' x 100' adjolnirx, the nctthe=ly .1ght-of-way line of U.s. Route 24, in the northwest quarter of Urn northeast qua ~te, oF Section 9, To*,mshi? 5J, i18C9e 17, us desc.l.bed eos follo1<1,: 81lt;liMing at a l=()Lnt on the i.aid notthedy right-of-way lim; of U.S. Route 24 which is 2:,:4 feet northeasterly frQill the noi:th-south center llr.e of said Section 9, measured along the center line of said U.S. Route 24 1 such point heing the E.outhwest corner of the said tract; thence Northwesterly the distance of 100 feet at right angle to the said center line of U.S. Route 24; thence Northeasterly parallel *r1ith tne said nottherly right-or-way line of U.S. Route 24 a distance of 100 feet; thence Southeasterly at right angle to the said center line of IJ,S. Route 24 n distance of 100 feet, to the oaid northerly r:ight-of-way Line of U.S. Raub! 24; thence S0ut~,1<estetly along said northerly right-of-way line of U.S. Route 24 a distance of 100 feet to thn point Of t1;19inning.

UJ\Y CWNiY (1}) future Service Cen~er ~orthland, Saughem~ &9atrz Roads, Kansas

~ The ,,est .50 feet of Loi: .5, Blook 2, of the Original TOMI\ of

!!any, a subdivision of laM in _Kansas City, Clay County, Missouri.

Al.SO a tract of hmd in the sout.h>.test fractional quarter of Sect loo 10, Township 51, Rarge 33, Kansas City, Clay and Platte Counties, Missoud, descrHiEid as follows: 8eginnirg at the 'a<Juth,..est corner of lot 5, O!ock 2, Driglnal Town of Barry, thence South a9* }2' 37" East along the r.outh Uno of Original To><11 of B11i:-ry, a distance of ;o feet, thenc:e oeflecting right at an anglfl of S9° 40' from the last described course a distance of 200 feet, thence deflecting right et an ar,gle of YO' 20' from the last described course, a distance of 50 feet, thence deflectin;i left at an angle of 90° 20' from the last described course a distance of 848 feel, thence deflectir-g left at an ar,gle of S9° 40' from the lnt descr.it>ed course a distance of 500 feet, thence 11cf'lcctir,g right at an angle of a9* 40' frooi the last de:.icribed course a distance of 1402,96 feet t;.o the txJuth line of said southwest fr<1cticnal quarter of said Section 10, thence West along the south line of said southwest ftacticnal quarter of said Section 10, a distance of 1045 feet to the e.ist line of Saugha.'Ml Road, as new e.,itl!blished, thence: North O" 06' 2J" East along the e.ast Une cf A- 4

said Baughl!rl1m Road, a distance or 990.85 feet, thence Northerly along the east line of soid Baughem111 Road ol'I a curve to the lteft, hav ii'¥) a radius of 117S,9Z feet, a distll/lce of 315.42 foot, thence North ;;* \5' 44" West along the ellllt line of said Baughirn:n Road, a distance of 457,S1 feet, thence Northerly nlonq the ea5l line of said Baugham,n Road on a curve to the right, hiwing a radius of 379,26 feet, a distance of 264,11 feet, thence North 24* 38' 16" cast along the east line of said Oaughamn Road a dJ.st<1nce of 130.21 feet, thence Northerly along the emit lint! of said Baugh;;,mm Road on II curve to the left havil'M) a radius of 316 ,1,0 feet, a distance of 1J'.'L.SO fel'!t, thence North o* 06' 23" (est elong the east line of said Baughanm Road a d~stance of 204.67 feet, thence C.ist alom; the oouth lire of Slooks 1 am! 2 of the Origif:al Town of Garry, a dtshnce of 605 feet to the point of bt<ginning.

( 1f1) Substation No. 10 8irr.1inqh811l 1 7th !r Wt1bash, Karcsas City: All that part of the nud:heast quarter of the no_rtheas~ quarter of Section '1, Township 50, Range )2, Clay County, Missouri, described as follows : Beginning nt the $>U the<IS t corner of s;i id q1:11 rt er qua rt ei:

section; thence North along the east side of said quarter qiJarter section 1095,99 feet to o ~int on the southeasterly lino of the right-of-way of the Milwaukee and C.R.1. !r p. F!ailroade; thence Scvthwesterly along said Railroad right-of-w.iy line to a i>>int on the scuth line or said quart er quarter section ,.,hkh is 1091. 72 feet ~st of the 0011!::heaot corner of said quarter qu::ittet section; thoncc East along the south lino of afore.said q1Jartet quarter sect!cn 1081, 72 foet to t:!'le p:Jint of beginning el(cept the notthwesterly 50 feet thereof being n 50 foot fltri? of land lyi~ parallel with nnd adjacent to th(!

southoaGtcrly line of the Railroad right-of-way above ~eferrcd to.

{ 15) luiniryg Cl)nter f>in Oaks, :nao N. Eugene Fields Road, Claycomo: ,, .A part of the :ltluthwest quarter of the southliest quarter of Sect.ton 2:9, Townshio 51, Rnnge 32, in l(nnn no City, CJ.oy County, Missouri, described ns follows: Beginniog at a point ><hich is 170,89 f!!et $0uth of ttie r:ortheast corner or said quartE!:: quarter section:

thence W'lst at righl angles to the east lioe of said quartor quartor

&ection o difltance of 400 feet; thenc.;l South at t'.l.ght angles t1;1 the last said c<Jvtse a di stance of 1007, 86 feet to the c:E!ntec Une of the pavement on the public highway; thence Northeasterly along the c\:!nter line of said pavement to a point due south of the ;:oint of ooginnirq, marked by a cross in ~he centex: of said pavement; thence North 730.61 feet to the beginning.

(16) Tower Cx:ossir,g Hawthorn, Missouri River & Ha*~tlmrn Plant, Kens as City: Beginning at a point \<hi.ch is 320 feet east and 611.8 feet south of the northwest c-ornor of the south one-tial f' of the southeast quarter of the northeast quarter of Section 15, Township 50, Range n, Clay Ccunty, Mis5Quri; thence South 48q 01' 15" West a distance or 25}.55 feet to the landward or northeasterly llne of the 8lmingha-n Drainage District levee right-of-way; 1:h1mce South A -5

47° }5' 45" East along said l<!Y$C tight-of-way line a distance of 321.7 feet; thence North 48' 01' 15" East a distiince of 260 foet; thence North 3* 01' 15" fast a distance of 191,1 feet; thimce Norl:h 41" 58' 45" 1/.est a distance of HJS feet; thence South 4/l" 01' 15" 'nest n distance or 17J,15 feet to the point of beginnir.g.

(17} Substation No. 52 Claycomo, ilavena fload & Wabash RR R/tl, Claycc,ro: .I\ tract of fand located in the southwimt c:;uartec of th.i northeast quarter Section 27, To~nship 51, Rar,ge 32, Clay County, Hi~souri, more pnticul..lrly des_.ri~ed as follows to-wit: 809iMing at a point in the t!ast ard west center line of said Section 21 distance 60.10 feet east of tho center of soid Section 27; thence Northeasterly alorKJ a li~ that deflects to the fart 50* 39' fro11 the said east aoo

,1est center line ::i <.listance of 354.66 fe,,t, mc~e oc less, to point in the southerly line of a trad of land sold to Wabash Railroad Company tiy deed doted July JO, 1951, ,and recorded in the offi.ce of Recorder or

\lt?,;eds for Clay County, Misscur i, in Bock 45,~, Page 498; thence Suutheaste~ly at right angles along said southei-ly line of tract conveyed to Wabacrh Railroad Company a distance of 1SO feet, more or less, to a 90 4 angle in said sc-utherly property line of tract conveyed to Wabash Railroad Company; thence Southwesterly at right; an;iles a di st once of 23 t .67 feet, :nore or less, to a point fo the said east and west center lin8 of said Section 27; thence West along said cast and wsst center lino a distance of 19}.9B feet, more or less, to the p:>int of beginning.

Al 50 a tract of 1,md located in the south"cs t <;,aarhr of the northeant G',larter and the oouthuast qua~ter of the northwegt quarter of Section 21, Township 51, Range n, Clay Cour.ty, Missouri, more partlcularly deocribed as fol101,*s: Seginnir19 at the center of said Section 1.7, thence East along the south line of the northeast quarter of :::aid ~ectl.on e di3tance of 60.10 feet to the southwest earner of a tract of Land conveyed to Kansas City Power &: Light Compm1y by deed dated Septerrt>er 26, 1951; thence along a line that reflects so* 39' ta the left from the last described line a distance of J54.66 foot, to the most westerly corner of a tract of land conveyed to Norfolk and Western Railwoy Company by deed recorded in Book ?)1 ot Page 336 1n Clay County Records; thence along o line thot clefleda 90° to the let't frOflJ the last described line a distance of 177,2$ feet, more or less, to a point in thl.) oouthe:ly line oc o tract or land oosigiated as "Parcel $"

conveyed to ilabosh Railrond Com;iaay by ~ed recorded in Book 454 at Page i:.ea in Clay County Records; thence along a line that ooflects 0° 23' to the loft froo the last described Hos a distance o; 170,23 feet, more or less, along the said southecly Hne of said Parcel 5 conveyed by said deed recorded in B:::ok 454 at Page 488 to a {'Aint on the north-south center line of' said Sect ion 27, said point bein;i 461, 11 feet North of the cent"r of said Sect ion 27, me,1sured along said 11orth-south center limi, said point also beir.g the lfOs t. southeasterly corner of a .*tract of land oosignal;ed as "Parcel 6" conveyed by said deed recorded io Book 454 at ?age 480; thence along a line that A - 6

deflects w* 2S' to the left from the lant described 1i ne a di stanca of B0.04 feet along the southerly line of said Parcel 6 coriveyed by said deed recorded in Baok 454 at Page 488 to a point; thence along a line that &!Fleets 68° 12' to the left from the last described line a distance of 457.69 feet too point in th~ south line of the northwest quarter of said Seel ion 27; thence East along the said south line of said northwest quarter of said Section 27 a distanca of 80 feet to the point of beginning, (19) Substation No. 94 J.brth Xansllli! City, }01 East 9th, North Kansas Cit}'.: All of Lots 60 through 68 inclusive, and a portion of Lots 59 and 69, Midway Annex Addition, a subdivision of land in North Kansas City, Clay County, Hissoud and o part or the southwest qu;;irter of the southeast quartc:r of Section ZJ, Township 50, Range JJ, more pa::-ticularly described 0s follows; Canmendng at the narthwest corner of tho south,;est qua~ter or said southeast quarter; thence South o*

East, along the we~t line of the southwest quarter of said ,;;outheast quarter (this beating and all subsequent bearirgs are based on said

\-lest line beat'ing s:rnth 0° east) a distance of JBO feet; thence South 69' 47' East, a distance of 50 feet to a point on the easterly t-ight-of-way line of Swift Street, ss now established; thence continuing 5011th 89° 47' Ea'3t, olong a line 360 feet. south of ord parallel with the north line of the oouth~est ~111rter of said southeast quarter, a distanc& of 176,19 feet, to the westet'ly line of a 17 foot strip of br,d reserved for Railroad right-of -way; thence South o* Ea:it, along said weste;ly right-of-way, a distance of 12 feet; thence South S9' 47' £ant, al.011.<j o line J92 foet south of and parallel with the north line of the oouthwest quarter of said wuthe<1st quarter, a distance of 221.68 foot, to a point on the northwesterly ri9ht-of-way line of the ~orth Kansas City Bridge and Railroad Company's Industclal Lead Track; thence Southwesterly, alon~ said northwesterly right-of-way line and *along a curvo to the right having a radius of ~11, 10 feet, s central ar>,Jlc of 15° 1~' 36" an:J i.hose initiol ton;ient ooarirq is South 24° 08' 15" West, '3n arc distance of l0?,49 feet; thence South 39* 23' 51 West, alon9 said northwestet'ly right-of-way line, a distance of 150 feet; thence South.,esterly 1 along said northwesterly right-of-,.ay line and aJ.ong a curve to the right havlng a rooius of 191 O. 1 O feet, a central angle of 9* 52' 5'7 ao:i ..tiose initial tan;ienl; bearing is South 1.3* n* 37" West, an arc distance of J.29.47 feet (11eas.) 329. 76 feet, oore ot less (deed), to a paint on the easterly dght-of-way line of said S*,;if'; Street; thence f>forth o~ East, along said esstedy right-of-way line, 11 distance of 441. 70 reet, to tM point of beginning.

ALSO a tract ol' land ~O feet in width, being a part of the southwest quarter of the southeast quarter of Section 23, To,mship SO, Range J>,

in the City cf North Kansas City, Cl.ii' County, His~ouri, described as follows: Bcglnnirq on the west !lnc of s:iid quarter quarter Section 2), at the point of i~tersection of the south right-of-way line of 9th Avenue, as now established; thence East along the easterly A- 7

extension of the aforesaid !i<lulh line of 9th Av~nue, a distance cf 50 feet; thence South ~long a line 50 feet east of ard parallel to the we.st lin,:; of said quartet' qua::ter Section 2), to its interoecti.on with th11 northerly line of the Bur lir<<Jton Northern ilaH.'oad lm:lustdal Lead Tract (formerly North l(ansas City Sddge and Railroad COO!pany's lndustrlal lead Truct); thence Southwesterly alcng said Railroad's northerly line to its irltersec:ticn with the aforesaid west quarter quaeter section line; thence Xorth along the west line of said quarter que~ter sectlon to the point of beginning.

( l9) F'utwe Turbine Geoeratinq Site Randol:ifl, Bin'lil'!:!ham & Eldon, Kar-sas City: All that part of Section 10, Township 50, Range, )2, Clay County, Missouri, and that part of F'ractional Soetion 15, row11Ship 50, Rar9e 32, Clay County, Missouri, described as follows: Segirmirq at a point on the routhei-ly line or the right-of-way of Hissoud State ltigllway No. 210 ( es now established), s<1id p0int beinq 1692 .1 feet 1<est of tne east line of said Section 10, thence South along a line ..tlich is 1692 .1 feet .:est of and parallel 1-1ith the east line or Section 10 to the south line of said Section 10, thence continuing South along the last ooact'ibe<:: course into said Section 15 to a point in a line 1,hich

.is ~00 feet northweste-rly of the northwesterly line of the right-of-way of the Chicago, Milwaukee, St. Paul & Pacific Railroad and the Chicago, Rock Island & Paci fie Railroad (as 111easured at a right angle}, thence Southwesterly along a line .tiich is 500 feet no~t~esterly of and parallel with tho nort.hwcsb,1rly line of said Railroad rlght-0F-1<11y to a point in the northerly line of the right-of-way of the Bitminghoo Draina~e District m:i described in Document 110. A-032951 in th.:,- Office of tlle Recorder of Deeds, Clay County, Missouri, thence Southeasterly along the northedy line of said ilimilY,Jharn Oraina9e District right-of-way to the northwesterly llne of the right-of-way of the Chicugo, HH*o<sukee, St, Paul & Paci.fie Railroad arid the Ch.icog:i, Rook hllarid & Paci fie Rail toad, thence conti.ouing Northeasterly along said Rail:.-osd dght-of-way to a pol.nt on the -..est line of the county rood (row known a$ Eldon Road) right-of-way, said county ro11d5 westedy r!gllt-of-way being 462. 1 feet west of the south e8$t corner of Section 10, said point being 50.5 feet south of the muth line of Section 10, on tho westerly rig-:it-of-;,ay cf soid county road, thence ccntinuinq due North ptirallel to the cost lir.c of Section 10 a dl-st::mce of 974.tS feet to tho oovth right-or.:,my of Hi1;$0u::i State Highway Ne. :no, ru: "'l"" eot.iblished thonco Northwos tcrly along oaid Hissout' i Stato Highway No. 210 to i:x,lnt of begirnirg,

{ 20) Subs tat ion No, 78 Gladstone, 2101 East 72nd Stroot North, Gladstone: A tract of lard consisting of the west half cf the northeast quar:er of the northeast quarter or the northeast quarter of Sect.ion 24, fo"nship 51, Range JJ, Chy County, Missouri.

ALSO a ti.-act of .land in the south Mlf of the north.,est qu;irter of the nor~heast* quarter of Section 24 1 lown~hip 51, Ran.Je 3J, Cloy County, Missouri, described os followo: eeginnio:, at the northeast A- 8

quarter of the oovtheast quarter of the no~t.h..*est quarter of the northeast quarter of the said Sect ion 24, thence South along the east line of the ~est ha.!f of the southeast quarter of the no:thwost quart.er of the no,theast quar:ter of said Section 24 a distanco of 473.S fcot, thence right at ao a~!e of' 91° 24' frOIII the last ooscdbed course a distanc!l of 217 .35 feet, thence rl;ht at an angle ot 64' 58' 30 frOflt tho last described course a distance of 147,25 feet, the~ce left at an angle of 69* 18' fro.-n the last descdbed course a distance of 184,5 feet, t.Mnco right at an argle of 18° 56' from the last ooscribed course a di.stance or 140,6 feet, thence right at en angli: 90~ 21' r.~

the last deocribed course a distance of S9.6 foot, thence left at an angle of 44' 21' frol!l- the last described course a distance of 77 ,6 fm,t, thence ri9ht at an angle of J7° 11' fi;or., the last described course a di stance oF 195.J feet to the nortt, line of the Slluth half of the northw,ist quarter of tho nottheost quarter of said Section 24 1 thence East along tho north line of the south half of the northwest quarter cf the northea1;t QUarter of said Section 24 ta the µ;,int of beginning.

{21) Substation No. 27 Av:>nd;;,ls, '1.50 lfallre!' /load, ,';:,rth Kansas City: A tract of land in Section U, Township 50 north, Range :n west and Sections 7 and 18, lownship 50, .flange 32, Clay County, Missouri de,;cribed os follows: l:leginning at the northeast corner of northeast quarter of Section 13, iownship 50, Range JJ, thence West along the north line of said quarter Section a distance of '21i.l.86 fli!et, thence South, parallel with the east Hne of said quarter secU011 a distance of 710 feet to the north line of a tract of' land described in a certain deed to the City cf North Kansas City, Missaur-1, dated Hay 22, 1956,

,ecocded in Book 549 at Page 597 in the office of the Recorder of Oceds for Clay County at Liberty, Missouri, thence Cant along the north line cf said City of North Kansas City, Missouri, tract to the westul.y line cf the "rl.;iht-of-¥ay of Missouri State Highw;iy No,10 * (as now cscabliehed), thence ~Jorthedy along thu W!lsterly line of the right-of-way of said Hissouri State Highway No. 10 to the north line of the north"<est quartet or Section 18, Township 50, Range }2, thence West

.;long the north line of said quarter section a dhtance of 198, 76 foot, thence Northwesterly t:o a point -.hlch l.$ 20 feet north of the south line enc 17" feet east of the west line of the $0Uthwest quatter of Section

] , lownohip SO, Rar,;Je '32, thence West par~lel with the oouth line of the said quarte!' section to the east line of the northeast quarter of Section n, Toi.;nshi;, 50, Rao:ie 33, thence North along the east line of said quarter section to the point of beginnir,;,,

(22) Substation No, 64 t,a,.hua, 101 West D2nd Street North, Kansas Cit)'.l AH that part of the north half of the routhi.est quarter or Section 11, Tawn:ihip 52, Range 3J, .lying on the ~uth sicfe of 1JZnd Street north ronnir,g east and wr:at throt.1gh said Section i1, in K<10$as City, Clay County, Mi$aouri, A - 9

Less, a tract of land being a part of the north half of the scuthwest quarter of Section 11, Township SZ, l'IRr,;Je 33, .in Clay Cou!\ty, Mhisauri, described as follows: lleginning at a point which is 22:,.6 feet oouth or tile north lint< art.I 614.34 feet east of the west 1i111J of tae said half quarter section; t.hence Easterly along the center llne of M.L D2nd Street and parallel with 'the riorth line of said half qua,:b:r section a distance of 400 feet; thence South and pa;allel with the west lin,; of said half quartet section a disbmce of 464 feet, thence West ared porallel with the north line of soid half quarter section a dist<1nce of 4DO feet; thence North and parallel. with the west line of said half quartec section to the point of beginnirg.

H~RY OIJNTY (23) Montrose Steam Oectric Cenei,alirs Station and Lake, J-!ontrose, Missouri: The south hal.f of the south half of the souttwast quarter of the southeast quarter of Section 27, Township ti 1, P.a~e 26 of the 5th pdnloipal meridian, exceet that pa,t of the above described tract now in a public road.

Al SO the oou th hiu. f of the south half or' the south hal F of the sotJthwus t q_uarter of Section 26, lownship 41, fla")e 2S of the 5th principal meridian.

ALSO tho south half of tha south half of the south>;est quarter of the soc:theast qua rte.- of Section 26, Township 41, R~e 2S of the 5th pri.nci.J,ol meridian, subiecl to a right-of-way and eascraent -g.ontecl to th,;, Missouri-Kansas-Texas Railroad Company in ar'd over the following described trect: ,\ po=cel or land 70 feet wlde, 35 feet on nach side, inoasuri:d at right arqles from the following described center line: Begi:.ni:>g pt ;i point 90 foot nc,:th of the southcllst corner of the southwest quarter of the routheast qua ttcr of soid Sect ion 26, thence 700 feet, more or less, Na:tthwestotly to a point 660 feet ...::st of the northeast. corner of the south half of the oouth ha!. f of the southwest. quarter of the southeast quarter of said Section 26, ALSO o tdangull.lr tract bounded by a line beginning ot o point :no feet north of tho sou thees t corner of the oouthwM!: qua!'ter of the southcast quarter of Section 26, TawflShip 41, Rar,;ic 28 of the 5th pr~ncipa! oorldian, thenco West 660 foot, . thence North :n* 41' East 11il9.85 feet to tho northeast corne~ of said q1mrter q1,mrter section, the:1ce South 990 feet t.o tho p:ii.nt of b<lginning, all in Section 26, Township 41, Range 20 of tho 5th pdncipal rneddian, subject !,2. a right-of'-way and easer.tent granted to the Missouri-Kansas-Texas Railroad C:cnptmy in and ovor the following described tract: II. parcel of land 70 feet wide, 35 feet on each side, rneasur-ed at r.i.ght nr,,;iles from the following descdbed cer,Ur line: 9eginning at a poiat 90 t"eet north of the southeast corner of the southwe,;t quat'ter of the southeast quarter of zaid Secti.or 26, thence 700 feet, more or less, North'aestecly to a point 660 feet west of the northeast C1Jrner of the south half of the i:01.1tt1 hol f of the southwest quartec of the .:;Qut.heast c;itarter of said Section 26.

A - 10

ALSO the east half of the ooulheaut quarter of Section 26, To"'mthi.p 41, Ra~e za of the Sth principal 111e~idian, e>:coe_t that part of the above described tract no>1 in a public .-oad, 3rd :sub,ject 1:2. a c.- ight-o f-way and ttasement gi:antt.>d to the Missoui: 1-Kar.sas-Texas Rail road Cooipany in ard ove I' the following descdbed tract: A parcel of land in aaid Section 26 along tho oouth line of the sovthoa:st quarter of the southeast quarter of !Htld Section 26, more particularly described ao follows: 8eginning at the southeast cornet of said Section 26, thence

\fost to the southwest cotnor of the southeast quarter of the southeast quarter of said Se:::tion 26, thence :.orth 200 feet olong tha 1otest line or tile southeast 1;1uai:ter of the southea!lt quo.-tcr of said Section 26, thc,1ce Sovtheaste"t'ly l JZO foot, more or less, to the east line or s:iid Section 26, thence South 100 feet to the point of hcginnirg.

ALSO , the eant half of ttie northeast quarter or Section )4, To"'nship 41, Range 28 of the 5th pcincipal iwridlan, iJXcept that part of the above desc,ibed tract ncr~ in a public road.

ALSO that pa rt of the nort.'l 750 feet of the cast half of' the

i;;ivthoast quai:t er of Section :S4, Townshi>> 41, Rar<;Je 28 of the 5th p~incipol me,idian, described as follow:;: Beginning at the northeast co.mer of the sautheast q,Jarter of said Sectiort 34, thence South 750 feet, thence West 990 feet to the ccntar of Oaepwater Creek, thence in a norlhweste,ly di;ection up a t,ibutory of Deepwater Creek, the following calls, North ;s9* JO' West 106 feet, South 62* 10' Wost 7$

f~et, ~orth 54* 4D' West 2J5 feet, South 7J* 45' West 112 feet, thence, having said tributa.-y, tillrth 604 feet to the northwest cornet:' of the east half of the southeast quarter of said Section J4, thence (ast 1320 faet to the ;:oint of be9inning, all in Section J4, Township 41, Range 28 or the 5th p:- incipal me .-id inn, eiccept that part of the ooove desctibcd t ~act now in a p!Jblk rout!.

ALSO the nortll half of Section J5, fownship <'<1, Rao;ie 28 of the 5th ptincipal meridian,~ a strip of land in the northeast p:it:'tion of s.:Jid tr net aescdbed as fallo<:<!I: Beginning at the northeast corner of said Section }:;, thence South 875 feet along th!! east line of said Section :SS, thence iYest 100 feet, thence ~i:rrth 87$ f'eet to tho north line of said Section JS, thence East 100 feet along the north line of said Section JS to the i:<>ir.t of beginnir,g, all in Section JS, Township 41, Rttr.ge 28 of the 5th p('incipal neridian, on:' subject to a eight-of-way and EssC111ent granted to the Missouri-Kansas-Texas Railroad Company in and over the foUowirq described tract; A triarqulac ai.-ila along the north line of the northeast quarter of the northeast quarter of said Section 3>, beginnirig at the northeast corner of said Section 35, thence South 50 feet, more or less, atong the east line of said Section 35, thence Northwe::iterly 1320 feet, more or less, to the

,"lotthwe.st qu1ltter of the northeast quarter of said Sectfon J.S, thence East along the north line of said Section J.S to the point cf beginning. ,*

A - l1

ALSO tho north 750 feet of the northwest quarter of the southwest qwirlcr of Section 3S, Township 41, Rarigei 26 c:F the 5th principal

nel'idiao.

ALSO tho mn:-theast quarter of tho southwest quarter of Section 35, lowmihip 41, flange 28 of the 5tn principal mer-idien.

ALSO the nn:-lhwest quarter of the routheast ei-uarter of Section 35, township 41, Range 2EI of the 5th prindpal met>idiari.

ALSO the east half of tho southeast quarter of Section 35, Township 41, f!anqe 26 of the 5th ?l:' ineipal med.di.an, ~ 24 ,84 acres c;,:, :e or less in the southeast JX)rtlon of said tract described es follo>i'!J.: Beginning at the snvtheost corner of Section 35, Town,ihip 41, flar,ge 2/l of the 5th principal meridian, thence N'orth 16li0 feet along the east line of said Section 3S, thence West 660 l"ect, thence South 1640 feet, thence East 660 feet along the south line of said Section J5 to the point of begi nnir.;i, oll in Section J5, Township 41, Range 28 of the 5th principal meridian.

ALSO a perpclu~l easenent. to flood and otherwise d.:imsgc as a result n( the construction, opei:atfon nnd mn1ntenan,;;e of the d.im, powet: plan!:.

and works ap;:iurteflant: the,eto, a1)d a pcrpetuuL easement of i~uss o!"d egr,rns, of entrance and i;e-enttonce and of clearance of b,ush, trees and other growth in and ta the followil"9 described tract: Beginni"] at the northeast corner or Section 35, To ..nship 41, Range 28 of the 5th princ:ipal meridian, thence South 875 feet along the east line of said Section 35, thence West 100 feet, thence No.th S:75 feet to the nai:th

.line of said Section J5, thence East ioo feet along the north line of said Section 35 to the point of beginnir~, all in Section J5, Township 41, Range 28 of the 5th principal meridian.

ALSO approximately 24,04 acres described as bounded by a line starting at tho southeast corne~ of Section JS, Torlnshi? 41, Rao;ie 2B,

, thence proceeding North 1640 feet, thence West 660 f2et, thence South 1640 foet, thence East 660 feet to tho starting point.

ALSO the northwest quarter cf the southeast qu.i,ter of Section 25, iownship 41, Range 28 of the Sth principal meridian.

ALSO 18 ac,es oF equal width from east to west off the east. side of the s:Juthwest quarter of' the nci,theast quarter, exeeet that part of the at:ove described tract now in a public road, and except 2 acres r.rire or less in the northwest corner- of said 1S-acre tnct, for church aro cei,,etery, all in Section 2S, Township 41, Ra~e 28 of the Sth principal

noridi,m.

ALSO the southeast quarter of the northeast quarter of Sect.ion 25 1 fow:lShip 41, flange 28 of the 5th principal rneridi.an, except that part of' the above described ti.act n,;,w in o public raad.

A - 12

ALSO a trian:}ular tract bounded by a line beginni:'l') at the southeast comer of the northeast qua:ter of lite northeast quart!!t of Sect ion 25, Township 41, Rar,ge '28 of U1e 5th principal ~ieridian, thence North :20 rods, thence in a Southwesterly direcl:icn to a point 3S r<;1ds ~st of the ooutheast eorner or said qu.irter quarter section, thence East JS rods to the point of be9inning, all in Section 2S, Township 41,

?.ange 26 of the Sth principal neridian, exceet that part of the wove described tract nQw in a public road.

ALSO the ea:;it half of the southeast quarter of Section 25, Township 41, Rarw:_;e 28 or the 5th principal meridian.

ALSO the west half of the northwest qua rte~ of Section )0, TonnGl1ip 41, Raf',]e 27 of the 5th principal meridian, e><cept that part of the nt>ove described *tract now in a public road.

ALSO the routh*~e$t quarter of Section JO, ToW11.$hip 41, Range 27* o(

the 5th principal fnet'idl.an, sub iect !.5!. a right-a f-way oriel ea:ae!ltent granted to the Hissourl-l<ansas-Texas RailrQad Company in ard over the following described tract: A triangular area in the southwest qua~ter of said Si:!ction JO, beginning at the southeast corner of said southwest c;mn-t.,r, thence Westerly JOO feet along th" south line of said southwest quarter, thence :-/orthe.istcrly 306 feet, :r.ore or less, to a point in the eai;t llne or said southw1:st q\Je;ter, them::c SoYth 60 feet to the point of beginning.

ALSO the scuth..est quart.el* of th,; southeast quarter of Section 30, fowns~1ip 41, Range 27 of tM 5th principal* meridian, $object !.5!. a right-of-way ard easement granted to the ~issouri-Kan.as-Texas Railroad Company in and over the followirg described tract: A ,~rc:et of lard 40 feet wide lyirg iDmediately north of a tr3ct ~scribed as the SOYth 100 feet of***the -..est hPJ. f of the souttie~st quarter of said Sect ion JO, and subjecl: ~ a dght-of-wny at>d easement g~nrited to the Missouri-Kansas-Texas Railroad Company in arrl ever the followirg described trac~: A parcel of land in ~aid Section 30, being the south 100 feet of the 1'11)$1; half of the southeast quarter of said Section JO.

Al.SO the southe.ist quarter of the south,.,c:it quarter of Section 29, Towm.1hip 41, flari;ie 27 of the 5th principol meridian, except that part of the above described tract now in a public root!, ord subject !:2. a right-of-way ard easement granted ta the Hissouri-Ka11Sas-Texas Railroad COtlpany in and over the followirg described tract: A ~arcel of land in said Section 29, being the south 100 feet of the ea!;t half of the southwest quarter of said Section 29.

ALSO the ooutn..est quarter of the ooutheast quarter of Section 29, Towoshi? 41, Rao;ie 27 of the 5th principal meddian, e1<:ccpt that part of the a:iove described tract now in a put:.lic rood, aoo subject ~ an agreement made and entered in~o on the first day of July, 1955, by and between the Missouri-Kansas-Texas Railroad Cc111pany and Koroas City A - 1J

Power & light Company i,tiereby the Light C0<npany haa a;ireed to procure

  • and convey to the Railroad Company by deed in for:m satisfactory to the Rail road Company a permanent. easement or d';ed to the right-of-way required for certain tracks of the Railroad COl'llpany in and over certain property located in said Section 29.

ALSO the oouthaast quarter cf the no~theast qua~ter of Section 29, Township 41, flar(}e 27 of tlu! 5th pdm;-ip.il meddian, exceet lhnt part of the a:iove described tract no>< in a public rood.

ALSO the ,wst h.tlf of the southe11st quarter of Section 29, Town!.lhlp 41, Rar,;i>} 27 of the 5th principal meridian, except thst part ct" the above described tx-a,;:t now in a public road, w-x1 subject ~ an agreement made and entered into on the first day of July, 1955, by and between the Hissour 1-Karssoo- Texas Railroad Company and Konsa,J City Powt & light Company whereby the Light Company has agreed to procure oo;I convey to tho Railroad Company by deed in form fatisfactory to the R,iilraod Ccr.ipany a pei;rnaMnt easement or reed to the right-of-way required for certain trac:ks of the Railroad Campany in and oviH' c,ertain propc~ty located in said Section 29.

ALSO the Wil&t half of the southwest quarter of Section 28, Township 41, Range 27 of the 5th pc:-incipal meddian, subject ta on agreement mnde and entered into on the first dsly of July, 1955, by and between the Hiawuri-Karisa::i-Texas Railroad Company an<:I Kansas City Power & Light Company whereby the Light C!l(.lpony hao agreed to procure and convey to the Railroad Campany by deed in form satiafac:tory to the Railroad Co.,ipany e permanent ea,ierneol: o:.- deed to the right-of-way required for certain tracl<s of the Railroad Company ia and over certain property located in said Section 2B, ALSO the ooutheast quarter of the oouthweot quarter of Section 28, Town$hip 41, Rar,;ie 27 of the 5th principal mer.l,dian, subject to an ngree:nent rr.ade al\d entcr:ed into on the first da)' of July, 1955, by ard bct1<<1en the Hiseour i-Kansas- Texas Railroad Company and Kansas City Power & Light Company ..hereby the light Company has agreed to p:ocure ond convey to the Railroad COO!pany by deed in form aati3factory to the Railroad Company e permanent ea,ae:nent or wed to the right-of-way re<iuircd for certein tracks or tho Railroad Comp11ny .in and over certain property located ln said Section 2a.

ALSO all of Section 36, township 41, Rao;ie 28 of the 5th pd.ncipal mec:-id~an, except that part of tne above deacdbod tract now in a public road, and except a strip or land in the north p>rtion of said Section )6 described as follows: He,ginning at the northwest corner of said Section 36, thence East 3972 feet olo:vJ the north line of soid Section J6, thence South 875 feet ru.ong the east line or the northwe:.t quarter of the no:theast quarter of said Sect ion 35, thence West 3972 feet .ta the west line of said Section J6, thence North 87S feet along the west line of said Section JG to the poi.nt of beginnirg, A - 14

all in Section J6, To1<nship 41, ?.ange 21l of tile 5th principal :neridian, ond except that portion of the fond hereafte~ wscribed which lies above the 755 foot contour line above mean sea le*,el, -..hich land is in the north portion of said Section 36 and is described all follows: Beginning at a point 496 feet notth and 400 feet: west of the southe,mt co:rne, of the northwest quarter of th" northe~st quatter of said Section 36, thenctl liest 3560 feet to a point on the west line of said Section 36 which lies 496 feet north of the southwest comer of the northwe,;t qu1:1rter of the northw~st quarter, cf said Section 36, lhence South to lhe $0uthwest corner' of the northwest quarter of the north-.iest quarter of said Section 36, th!lace East to the ooutheast corner of the northwest quarter of the northwest qc.,rter or said Section J6, thence South a.long the west line of the northwest qu,uter of the southeast quarter of the northwest i;uarter of said Section 36 to the southwe~t corner of the northwest quarter of the southeast quarter of the northwest quarter of said Section 36, thence East to the southeast corner of the northeast quarter of the southeast quarter of the northwest qua,ter of said Section J6, thence continuing East to the southeast coi-ner of the northwest quarter of the southwast quarter of the ~ortheast quarter of said Section J&, thence North to the northeast corner of the northwest quattor of the southi<e!lt qunrter of tne no-rthesst quarter of snid Section 36, thence E:ast to a p:iint on tl'ie south line of the northwest quarter of the northea::it <;uarter of said Section J6 which lies 400 feet ~st cf the ooutheast corner of the northwC?st quartet of the norttieast quarter of said Section 36, thence North 495 feet to the ;:,oint of beginning, all in Section 36, Township 41, ~nnge 28 of the Sth principal meridian, a n d ~ a tract of land in the oouthwest portion of said Section J6 described as follo;,s: Beginni~g at the southeast corner of tne $0uth~est Qua~te~ of soid Section 36, thence North 1080 feet, thence West 1600 feet, thence "lorth 560 foct, thcnel:l West 10l.i0 feet, thence South l64l feet along the nciot UM of said Section J6, thence Eai:;t 2540 feet along the south line of said S*Jction J6 to lhc point or beginning, all in Section 36, To,mshi;i 41 1 Range 23 of the 5th principal fllet'idian, oN! subject !2, a

-ight-of-way ard easer.ient granted to the Hi:snour l-KaMan- Texas RoH,oad Company in and over the follo-.iing described lrnct: A triangular parcel of land in saiu Section }6, described as follows: Beginning at the n.orth.,ast corner of the northwest qua-rtcr of the northem:it quarter of said Section 36, thence Southerly along tho east line of said northwest quarter 100 feet, tl1ence :>.ort.h;;este::ly 412 feet, ft!Ol.'1'! or less, to a point in the north line of said northwest quarter, thence Easterly 400 feet, raore or less, to enc point of beginning, aro sub !oct !!:_ a dghta-0f-way and easi!tnent. granted to the Hissour i-Kans35* lex.as Railroad Company in and over the following cescribed tract: A parcel of land in said Section 36, belng the north 100 feet of the east half cf the northeast qua::ter of i.aid Sect.ion 36. ii pe.petu::il easement to flood aoo other,,.iso dar:ie;e as a re$'ul.t of the constrt.Jc:Uan, operation end maintenance of the dam 1 power plant and works a;:,purtena,,t thereto, an:!

a pe~petual-easement of ingress and egress, of entrance a:':d re-entrance and of clearance of brusn, trees and other growth in am to the A - 15

fol!o><iiVJ <$escdbed had: 8e-;iinning at the northwest corner of said Sect ion )6, then cc East )972 f.iet along the noct h line of said Section 36, thence South 875 feet along the eu~t line of the northwest qu3rter of the northeost quorter of saLd Section 36, thence West 3972 feel to the west line of ll~ld Section 36, thence North 875 feet along the "le!iit line of said Section 36 to the ;:oint of beginning, all in Se;tioo J6, Township 41, RallJc 28 of the 5th principal meridian *

.:\LSO the nctlheast quarter of the no~theast quarter of Section 1, Ttl'anship 40, Rarqe 29 of the 5th ptim:ipal meddian.

)tlSO appl'oxintately 7i,41 acres described as bo1mded by a liM st a,ting at :he southeast corner of the southwest quarter of SecU.an )6, Toimship 41, Rarge za, thence pcoceooin;J North 1oao feet, thence West 1600 feet, the:1ce North S6D feet, thence West 1040 feet, thence South 1$40 feet, thence East 2640 feet to the starting point,

~ the east 57. 5 feet of the south 10.$0 feet convoyed to Henry County' Mi:.SOlJf i.

ALSO all of Saction >1, To*,<<1ship 41, Ra(Y:l'.l 27 of the 5th principal r.1ericlia11, subject E?. :i. right-of-way and easement granted to the Missou~i-Ksnsas-Texas Railroad Ccmpany in and over the following de$cribed tract: The north 100 feet of the northwest quarter of said Section J1.

ALSO the northweGt quarter or the n:Jrthwest quarter of Section 6, ro~nship 40, Range 27 of the 5th principal meridian.

ALSO the west 30 acres of the snuthwoot quarter of the ootth>1oot quarter of Se::tion 6, ro~nship 40, Range 27 1J1f the 5th principal meridian.

ALSO the nor~h 450 feet of the riott:hca:Jt quarter of the northeast quarter of Section 6, Township 40, Rar>;Je 27, Henry County, Missouri.

ALSO the Mrth 450 feet of the north,wst quart.:t:: of the notthoast quarter of Section 6, fowt1ah.ip tm, Range 27, Henry County, M.i.ssoud.

ALSO the north 4.50 feet of the e:mt 4JS.6 feet of the northoast quai;ter of the northwest qua:ter of Section 6, Township 40, Range 27, Heney County, Missoufi.

~LSO all of Section 32, To>ll'lsh.ip 41, Range 27 of the Sth pdncipal meridian.

ALSO the l'l!st half of Section 33, To'MllShip 41, Range 'Z7 of the 5th principal ~eridian.

A. - 16

ALSO the southwest. quarter of the northeast (1\/arter cf Section :n, To"nshtp 41, Range 27 of the 5th principal meridian.

ALSO the northwest quarte, of the southeast quarter of Section }J, ro*.mslli::, 41, Range 27 of the Sth principal meridian.

ALSD iO llcres or equal w1dth from east to w&st off the ...i,st side of the oouth'!est quarter of the ,;;outheast quarter of Section :n, fo*.,,nship 1,1, Range 27 of the ~tr, ptincip:il ~ridian.

ALSO the northwest quarter or the zoutheast quarter of the northeast quarter of Section 33, ro..nship 41 1 Rar,ge 27 of the 5th principal tlOt'idi~n.

Af.SO the weot half of the northwest qllllrter of the north,wst quarter of Section 4, iownship 40, Ra"')e 27 or the 5th principal meridian.

ALSO the northeast quarter of the r.ortnwest quarter of the northwest quarter of Soction 4, Township 40, Raf':je 27 of the 5th principal cieridi3n.

ALSO the r.orth1test qu;:i::tcr or the northwest quarter of Section :S, iownship 40, Range 27 of the 5th p;inclpal meridian,

,\lSO the east half' of the northwest quartar of Section .:;,

,a,.,,..sh.ip 4D, Range 27 of the Sth pdn~ipal r.>eridian.

ALSO a tdangular trsct bounded by a line beginnirq at the northeast corner of the northwest quarte~ of the northeast quarter of Section 5, Town;ihip 40, Rair-.;ie 27 of the 5th principal meridia,,, thence West 300 feel:., the/\ce in a Southeasterly direct ion to II point 700 feet south of the /'lor:1;,ti,rnst corner of s.iid quatt er quarter section, thence North 700 feet to the point of be{Jinning, all in Section 5, Township 40, Rarge Z7 of the 5th principal meridian.

/\LSO the eost hal. f of the northeast quarter of Sect ion 5, fo,mship 40, Rnnge 27 of the 5th principal neridion, ~ a stdp of la:,t.l in the southwest pOrtion of said tract c:!escribed as follows: Beginning at the southwest corner of the southeast quarter of the no;theast quarter of said Section 5 1 then;e Xorth 1320 feet to the north-..est corner of said quarter qilllrter section, thence East t;(JO feet along the north line of said ~~arter quarter section, thence South 1320 f~et to the south line of said quartet quarter section, thence West 400 feet along the south line of said quarter quarter section to the p<:lint of beginning, all in Section 5, fowl'IShip 40, HaC),le 27 of the 5th

?rincipal meridian, ALSO the east one-half of the south.iest quarter of the northwest q~erter of Section 5, Township 40, R~nge 27.

A - 17

i\LSO the notth 450 foet of t!1e W'!.!St <Jne-r.al( of the northeast qWJi:teI' of Section .S, Township 4Cl, Range 27, Henry Ca*.:nty, Missouri, exceptiUJ that port, which applies,. or a tract of .l.aod Clescribed os beginnlr,.;i at the northeast cornet of said one-half quart.er !llec:.ion, thence South along the east line of said one-haLf. quarter section a distance of 700 feet, thence North1'iesterly to a point on the north line o( said one-half quarter section which is }00 f&ot west of t~e northeast corner thereof, thence Eeat along the north line of nforesstd one-half quarter section to the point of beginning.

H01'ARD COUN1'Y (24) Substation No. 25 i;J.as9ow, 2nd & LaF'ayeUe, Ghtsgow: 1\11 of Lots 1, 2, Jard 4 in Block 1J in the City of Glas;;ow, Howard County,

MisGOuti, JAU<SIJN COUNTY (25) Substation Ne. 74 Turbine Genet'oting Site &. General Plant hQrthesst, 900 ~rth Olive, Kar~as City: Caramencir:,g at a point on the north line of Nicholson Avem,e in Kans as City, Missouri, 60.0 feet southwesterly of the intersection of said north line of Nicholson Avenue with l:.he west line of lot 64 in the sub-division larx!s of Joseph Guinotte, a:ljoin.i.19 the City of K,msas City; th~nce Northwesterly parallel to .iro 60.0 feel:. distance frcrn said lot 64 a distance of 490,0 feet to the poinl:. of beginning of the T~act of land; thence continuirg the last d\?scribed course, 516.39 f'eet l1'0re or less, to a point b;;,ir-q 100,0 feet dist1.1nt southedy meas..:red perpendicula:.-ly, froo,1 the United StJtes Harbor Linc, as estoolishetl by the survey of 1904; thence Southwe!iterly ard parallel with acid 100.0 feet distance from said tla~bor: Line 1700.0 feet to a point; thence Southeaste~ly at an erglc of 90" 00' to .. thc last descdt,ed course 600.0 feet t:, n point; thence Northe3sterly at 1.1n angle or 90° oo* to tho last o.sc:ribed course 1543 feet r:r:,re o, less, lo a pofot* 49Q.O feet iro:isured at ri.ght argles fr;om the northerly line of Nlchols,;,n Avenue; thence i'iortheasterly parallel with e.ald Nicholson II.venue and 490.Q feet ftcm the nort:heely line the~eof 342.95 feet o:ore or less, to the point of beginning.

ALSO commencing at a point on the northerly line of Nicholson Avenue, in KansllS City, Hissm,ri, 60.00 feet scuth..est1:dy frcn the inte.secl:.ion of said northerly line of Nicholson i\ver,ue with the westerly line of lot 64, in the st.1'::>-division of lands or Joi;eph Guinotte; thence North .. esterly parallel with :ind 60,00 feot distance frc,:i the westerly line of said Lot 64, a distan::e of 450,00 feet, to a point in the northedy right-of-way Iir,e or the lfor:'Hl3 City Southern Railroad Company, said point being the p:>int or beginnirg of said tract of' land to be described; thence in a North>1esterl:, direction on the last described course a distance of 40.00 feet, said p:,int being the

~outheaste,ly p;operty corner of the Kansas City Power & light Cocpany, A - 18

l:.hcnae in Southwe9torly direction rr.nkir,;i an angle of 90" 00" to last described course, on the routherly property line of the Koriaas City Power & Light Co,;ipony a distunce or J4Z,9S feeti thence in a Southwesterly direction ooldrq an angle of 19° OZ' 05" to the .ight fr0<n the last ooscdl:>ed course produced, ar,;J on the southerly property line of the Kansas City Power & Light Coopony, a diotance of 1544.22 feet to a point at the, oouth>ies!:erly property corner of said IC:msea City Power & Light Company; thence in a Southeasterly direction l:'illkir,g an angle of 90° 00' t.c last described course, a diatonce of 498,26 feet, to o point in the no.-therly right-of-way line. of the Kansas City Southern Rail.-oad Company, thcm:e in a Northeasterly direction on the notthc;;ly t"ight-of-way line of the Kansan City Southern Railroad C011pany on a curve concave northwesterly having a radius of 5610,6) feet and a central angle of 9° 1J' 4}" a distance of 90},49 feet to a point 450,00 feet northerly ~ensured at right nrqles from the northerly line of ~icholson Avcm.1e; thence in a Northeasterly direction on the northerly -right-of-..,ay line of said Kansas City Southern Railroad COf.l;:mny, pai:allel with and 450,00 feet distance northerly fto<r. the northerly line of Nicholson Avenue o di5tance of 1065,44 feel to point a f beginning.

(26) Substation No, 15 & Coal Yard Grand Avr.mue, 2nd 6 Gi:and, Kansas City: ~i.'lrth 20 feet of Lot 42, Block 4, South 40 feat of lot 17, All of lots 20 1 21, 24, 25, Block J. All of Lots 211, 212, 213 and 214, tllock 22. All of Lots 50, 51, 52 ard 53, Block 5. That part of t.ot 49, Block 5 lying south of ttie Chicag::> t. Alton Railrood right-of-way. All of Lots 54, 55, 56, 57 1 SB, 59, 62, 63, 64, 65 a 66, Sbck 6. All of vacated .Spdr.;i Stceet lying between Lot $1, Block 5 and Lot 211, Bled< 22. All of vacated fint Str<:iet lyir,;i between Block 6 on the south nrd Blocks 5 aoo 22 on the north and e,ctendi l"9 frO>Jl Walnut Street to Grand .t111enue. AU of th1: vacated alleys odjacent and reve'rting to the above described lots in :Hecks ), 5 an:! 6. All the above desc.-1bcd lots and blocks are in "Old To><n", l<:Jtl$as City, His,;ov.i.

(2i) Substation No, 915 & Stea~ Heatirq Station Grand Avenve, 2nd &

Grand, Kansas City: Lots 303, 304, 305, 306, 307, JOS, 312, )1S, 316 1 317 1 318, }21, 322, 323, 416 erx! 417 and *,acated alley from north line of Second Street to south line of first St.-eet east of Lots 315 and 316, being all of 9lock JJ, Old Town, lyir:,;i 01:luth of first Street.

ALSO Lots 345, 346 1 347 and 349, Sleek 40, Old lo'rlfl, Kan,:;as City, Jackson County, Missouri, All of the origiMl she lots except II st.rip 27 feet wide on east end of said lots, said strip ooir>;1 a part of the approach to the Armour~Swift-6urlington Bridge; subject to an ease~ent in favor of North Kansas City Bridge and Railroad Co~pany to aaintain a pier, it>utment, and wing wall or retainil')J wall on a partion of Lots 347 and 348, as said pier, etc., is cons!:ructed;. and also subject tc a like easement in fav:,l' of said North Kansas City Bddge and Railroad C0111pany to 111a:intflin a pier, ebutr-1ent, arc wi,:g wall or retainiog <<all on a portion cf lot 345, as said pie;-, etc., is constructed *.

A - 19

~LSO locu;it Street from the south line of First. Stnrnt lo th,:, north line of Second Street, vacate.id by Ordinance ~14;0, crfective October 9, 1930.

ALSO 11 tract of land on the rout*i b,mil of' the liissour i River beginnir,g at~ point on the northerly prolongation of tne west line of Block A", Old Ta.m Reserve, aoo on the harbor !.ine of /.f.issoud River 579.86 feet n<Jtthe.~y of the south.,est coroer of a11id Sleek "A"; thence tlorth 59° 29' East lllong harbor Hne, 100 feet to Q point; them:e Sovth 30° 31

  • East to a point 100 feet to a paint; thence South 59° 29' liest 139,508 feet to a p:iint; thenc;e North 8° 58
  • West 107 .514 feet to bCiJ inning .

.ILSO beginn.i.ng at a poin:; in the United States !!arbor Line of the Hissour i River all established by the War Oepnrtment, and hereinafter called the Unlted Sta!:.es Barbot Uno, or the tlortor Line, 100 feet northeasterly from the intersection of the northerly prolongation of the ""$t line or Block "A" of the Old Town Re:;1ervc i.l'l Section J2, To11nship 50, Range n in Kansas City, Jackson County, MlsscurL with irnl.d Harbor Lir:e, said point being the northem:iterly cci:ner of tho tract conveyed to tho Hctropolitan Street

  • Raihrey UJ(llpany Ulder parag.:-aph b" of reed e,cecutod by Union Ocpot, Bridge and Ter:minal Railroad Co.:npany, dat;cd JonJory a*, 19tlJ, and recorded in Sook 8-SJll at PagP. 428, i.hich said tract has since been conveyed to and is now owned by Karmns City Power & Light Company; thence proceeding Northeestarly alcng the nfo:resaid Harbor Line 77 feet to a p:1int; thence South s* 46' S1" East 110,07 feet m re or less to the intcrscctiDn of a line draW!I 100 feet southeasterly from arid paroUet with the aforesaid United States Harbor Line; thence Soutrr,..esterly along the last dcscr ibed li, r.e 31 feet rrore or !css to the scutheastedy cocner of the tract convey~d to Metropolitan Street Jfoilw<1y Ci;:npany 1.:11der paragraph "o" of the aforesaid deed recorded in Sook 9-83$ at Page 428; thence Northwesterly along the easterly line or thu tract so corwey!!d under pnragr,iph b" or said deed recorced in Book 8-838 al:. ?age 428, 100 feet ta point of beginning.

(2B} Substation No. 147 Chcny Te:minal, 603 Ca"t tirst Street, Kar-,00;) Cit'!'.: lots :)39, 340, ard J41 1 Block 4J, Plat of tho Town of Karsas, C!lr.lmonly called Old TaWl'I, a sub-division in K,msas City, Jac~son County, Missouri, according to the recorded plat thereof.

(29) Subst<ition No. 17 Navy, 201 Main Stuet, Kansas City: The south 20 feet of Lot 18, Ellock J. All of Lots 19 1 22, 2) ard 26,

&lock 3. All of the vacated alley adjacent and ,e. . ertlng to the above d .. scdbed lots in Block J. i\ll of the ..bove dtiocribod lots ard blocks are in "Old Town", Kal\1las City, Missouri.

DO) Tronamission Line; Hawthorn-Southtown,1, Karleen & Jules, Kansas City: All of t:hat part of Lots 16 am! 17, resurvey or part of Block 9, Sta=k Acres, a sub-division in Jackson County, Hissour i, lying A - 2Cl

westerly of the following described line: ileginni:-:c; on the north line of said Lot 16, at a p:,int *,ilich is 57 feet east of the northwest corner of said Lot 16, thence Southerly through said Lots 16 and 17 to a point on the "!\lsterly line of said lol 17 which is 4 feet south of the nor tit !lne of said 1.ot i7.

ALSO all of that p~rt of Lot 20 1 resurvey of part of Block 9, Stark

icres, lying ht:Sterly of the followin,l described line: Beginning at a point on the west line of said Lot 20 wh,i:=h is 6 feet south of the north line of' S<iid lot 20, thence *crtherly to a po.int o<t the north line of said lot 20 1<hich h Ii foet east of the 1o<?St line of sa.id tot 2C!; Re:sv,vey of Stark Acres, a sub-division in Jackson County, Hi ssoud, according to the recorded plat thereof.

ALSO lot 8 1 Block 9, Stark Acres, a sub-division or land in Jackson County, ~ssouri.

ALSO lots 18 and 19 1 Block 9, resurvey of Stark Acres, a s~~-d.ivision or land in Jackson County, Missouri.

(J l) Subs!.at ion 110, 56 Hl.ckm!lln 1 11500 Grandv i.ew Road, l(ansas

~ : The north 10 acres of that part of the nortMast quarter of the northwest quart or of Se:=t.ion 11, ro.,,m:;hip 41, Range :n Kansas City, Jackson County, Missouri, lying east of the right-of-way of the St. Louis, San Frarcisco Railway Company, .:md west of the right-of-way of Gtendvicw Road, as now established,

02) General l.orid Car<19e &: Parking Hain Office, 13th to 14th Bi1ltiir,0re to li):andotte, i<ansas City: lots S, 6, 7, B, 9 and 10, rronting on Baltimore Avenue, all in Block 7, P~id's Addition, ALSO Lpts 11 and 12 fronting on Baltimore twcnue. lots 2>, 26, 27, 28 and 29 fronting on* Wyandotte Street, all in Block 7, Reid's Acdlti.on.

ALSO Lots s, 6, 7, 8, 9, ta, 11 and 12, fronting o~ 1alh Street, all in Block f, Reid's resurvey.

OJ) General lnnd Office & !'arkin,!l,. Oownto*nn 1 14th Ir: Wyandotte, KaMas City: The south 104.S feet of west 12.5 feet of lot 9 and the south 104,; fee~ of lot 10, in Sloe~ K, 2nd Resurvey of Reid's Addition, !l sl.'t1-dlvision in Kansas City, Jackson Co~nty, .ttisaouri, according to the recorded ptat thereof; lots *11 and 12, except the pa.ts of said lots in 14th Stroot, Block K, 2nd Resurvey of Reid's A.ddit.ioo, a s~-d.ivis!.on in Kansas City, Jackson Co<.nty, l{issouri, according to the recorded plat thereof; ond the north one-ha! f of the vacated alley lying south of and adjoining the 1<est 12.5 feet cf l.ot 9 and all of Lots 10, 11 and 12 of Block K, 2nd Resurvey of Reid's.

Addition, a, sub-division in Kansas City, Jackson CoLnty, ".i.ssoud, ncoording to the recorded plat thereof.

A - 21

ALSO Lot S olld the east one-half of Lot 9, eicept the nacth }0.5 feet af said lots, Block K, 2ml Resurvey or Reid's Addition, a subdivision in Kansas City, Jaoksan County, Missouri, and the north one-half of the vac::ited alley lyirc;i ooutn of srd a:Jjoinir<J said Lot S ond tho east one-half of lot 9, !'ICcordir,g to tho recorded plal thereof.

04) Substation No. 89 Sugnr Creek, Sterling ;, Short, Sugar

~: A tract of laoo described as follows: EeginnlOJ at a p:iirit 1¥hich ls 240,14 feet "est arx:1 425.6) feet. south of the northe,;st corner cf the northweSJt quarter of the southeast qua,ter of Section J},

Township 50, Rang.i J2, in Jackson County, HissoLid, thence South parallel with the east line er said quarter quarter $ection of distance cf 130 fel!t, thence West parallel with the north line of said quarter quarter section a distance cf 75.54 feet, thenc!l Northeasterly at an angle of 101* 4' right from th!! last oost;ribed course a distance of" 131.99 feet, thence East 49.1 reet to point of beginning.

(J5) Substation No. 540 Sub "J, 4000 East .'..3rd Street, Kansas City: Lota 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 in Block 7 in Mery Waylaoo's nr;;t Addition.

(J6) Substation No. 66 Martin City, 137th & l,'y"ndatte, l<aroa~

City: A tract of land in the northwast q,..rarter of the ooutrn1e:it quarter of Section 20, Township 47, Range 3J Jackson County, Missouri, described ao follows: Beginnirr;i at a p:iint on the east right cf way line of 'rfyam.!otte Street, said paint beir>:J 628. 35 feet west of the northeast corner of tho fl(lrthwest qua;ter of the oouth1<est quarter of said Section 20; thence Soutn aoo pa=allel to th, east lir.e of said quarter -=1uarter Beet.ion a distance of 1190 feet to the true p;iint of beginning; thence continuing South 25B fecit; thence South a;* 17' 20" East 90.0 feet; thence South SJ 0 50' 20" e'.ost 69.0 feet; thence South 79* 08' 20" East 62.5 feet; thence North 75,* 54' 40" E'.ast 5!> feet; thl?nce Noi-th 53* ta* 0" East 60.76 feet:; thence North, parallel to the east line of ayan<lotte Strsst, 268 feet; thence West at right angles to be la!lt described course a distance of )15 feet to the point of beginning.

(31} Substation No. 79 Elluc Hills, Old Atho~ton & Courtney Road, Kansas Citv: The i,eat 2JO feet of the south 650 feet of the east 40 aeus of tho W!lst 5) acres of the :1orth one-half of the oouthwest q'.lnrter of Section 10, Tawnohip 50, Range J1 in Jackson County, Hlssour.i.,

Al.SO the south 660 feet of the west 1; acres of the northwest quarter o~ the southwest quarter of routhw'tlst quarter of Section 10, Township 50, Range }1, in Jaclrnon County, Himiouri. Subject to all easements, restrictions, and teservntions, if any, or record, A - 22

08} Hate rial Storage Loc:atfon 1 6 lnt &: F'ore!lt, Kansas City: .\ll of lots 1 and 2, Goodell Place.

(}?) Substation ~c. B6 Blue Sp~ings, Truman Aoad & Hiqhwai 7, Kansas Citv: 8,,,~inning ~ta point 160,55 feet west of the northeast corner of the northwes I:. quri:ter of the northeast quarter or Section 12, Township ~9, Rar,;e 31, which point is a stake in the ~st right-of-wriy line of Stale Highway No. 7, thence West 175 feet to a stako, then~

South 100 feet to a stake, theoce in a Southeasterly din,cl:.ion ooadnt)

South 50° East a distunce of 156 feet to a stake, thenc!l East 140.6 feel to a stal(e ln the west right-of-way line of State Highway ','o. 7, thence Northwesterly along the west right-of-way line of State Highway No. 7 to the point of bogirmi:lg.

{ l:O) Substation llo. 56 Woodsweather, 1201 Wciodswether Rcmd I Karnas City: ?ropert y inoludeo all of lot 1 , Block 5 in \loodswa !:.har-Mditlon.

(41) Substation !io. 45 1 JJ29 E. 22nd Street, Kan-.ws City: All of Lots 9, 10, 11, 12 and 13, Calkins Addition in Kaosas City, Missouri.

( 42} Trnnsni ssion Lina Guy Anchor Sita, Kentucky &: Vermont, Sugar

~ : Tne soutf'i 60 feet of lot 103, Sugai.' Creek Heights, in the southwest quarter of the northwest quarter of Section J4, To.mship 50, Range n, Jackson County, Hi ..sour i.

{~J) Transmission Line, ~~ntrose to Looa Vistat Konso~ City Southern R.R. R/W &. 61:u\nilltcr Road, Kans.is City: All that pa:t of tho southwest q,,mctct, Section 25, Township 48, Rat'WJ!l :n, Jackson County, Missour l.,

lying eest~rly of the cast~rly line of *the right-of-way ~f Kanaa3 City Southern Railway Conpany and north of o line cro'rln 1572,5 feet north of and paralie1 to the oouth line of said quarter section, subject: to ceatrictions, reservations and eos@ment~ of record.

(44) Substation No. 44 l\therton, Atherton & 8undschu Roads, Jndeper.do>nce, Beginning at a point on tile east l.irte of t>e.st one-half cf routhwcst quarter of northeast (!Uarter of Suctl.nn )0, said point boir,g 20 feet north of south Hne cf above described qu.:11.-ter quartet, thence North alon9 the east line of 1oest ono-hal f of said quarter quarter a distanae of 50 feet, thence West parallel ,;Hh the south line of northeast quarter to the east line of a rock road kno'nn as the Old

/\tharton Road, ';;i-iet1ce Southwastorly along tho easterly line of said road to its intersection with the north line of amdschu Road as now establiehed, thence £'ast along the north line of Buf\dschu Road para! le!

with the $Xluth line .of 00011\l' ooscrilHid qvarte~ quarter to point of beginning, in To"1rn1hip 50 1 Rar1ge 31, (45) Service Cent et' {Manchester), 4400 East front Street, Kansas City: Seginning at a point ~hich ls 20 feet east and 140 feet south of A - 23

the northwest earner af S..ctian 26, To"'1sh1p ~O, ?.ango 33 Jackson County, Misso<iri; thence cue Cast parallel to the nri,th !foe of said S!!r::tion 26 a di stance of 1530. 3 feet; thence Southeasterly a distance of 24).$2 feet on a circtilar curve having a radius or 144.!'> feet to a point '>hich is 1D9.42 feet onst of tho f.'O'st lino Qf Sedion 26 and

}03. ~1 feet rovth of the north liM of SecU.on 'U,; thence Notth 51' lt**

East a distance or 5 reet; thence South 38° )8' JO" fast a distance of 942,02 feet to a point ..hich is 2328. 25 feet east of the 1<est line and

!038.62 feet south of the north llnc of Seclion 26; thence South z9* 08' JO" Easl-. a distance of 210.25 feet lo a point i..hkh is 209,4 reel;. W!?sl of the north-south centi'r line of Section 26 and 100 feet north of tne ,e,-uulh line of no~th one-half of the north"'8st quartet Sect.ion 25; thence West a distance of' 2077.12 feet lo a point >.hich is

}5.'.> feet cast of the ..est line or Section 26 and 100 feet north of the south liM of no.th one-tHlH of the northwest corner of Section :Z6; thence North a distance of 260 feet parallel with the west line of Section 26; thence h'esl a distance of )35 feet to a point 20 feet east of the west line of Section 26; thence /'lo:-lh a distance of 822 feet to a :,Oi.nt of beginning, subject to easoments, restrictions, covenants

~nd reservations now of record.

(46) Substation No, 5J Blue Valley, 7801 E. U.S. Highway No. 24, i<ansas Citv: All cf Olocf( 18 *lying south of' U.S. li.ighw.iy Extension No. 24 in Washington sub-division in Kansas City, ~issouri,

( 4 7) r r ansmission Line: Southto,.n-Kernodl~ Jct,. 1 Hlth &: Prospect, Kansas Citv: The i.est 100 feet or the southwest ~Jartor of Section J, To\-il'lship 47, Range JJ, Jackson County, Missouri.

(4$) Transmission Line: Hawthorn-Crosstown, Prospect Avenue &

l'cntgall Avenue North of Nicholson Avenue, Kansas City: Lots 9, 10, 11 ar.d 12 and the east half of the vacated alley lying s.est of and adjocent t~ said lots, io !Uoek 2, M::Jdern Mutual Phce, in Kansas City, Jackson County, Hissouri.

ALSO Lots 36, 37 and 38 and the ..e!lt half of th<! vacated nlley lying enst of and adjoining the S81!1e, in Block 2 1 /.t:idern Mutuiil Place, ln Kansas City, Jackson County, Missouri, (49) Tr>inMlission line; l!awt.horn-Crosstown1 Olive Avenue & Wabash A*,en\le South cf Nict,olson .\venue, Kansas Cit:,:: Lots 1, 70, 71, 7Z, *73, 7ti, 75, 76 ar>d 77, Block J, fiamlins Addition, in Kansas City, Jacf<son County, Missouri.

ALSO Lots 2, ,, 4, 5, 6, 7, El, 9, 10 ond 11, Block :i, !!amlins Addition, in kansas City, Jackson County, Missouri.

(SO) Substation No. E!B Trafl"icwav, 640 West J9th Street, Kansas City: The north 66 feet of lots 1D and 11, Rfoh.ird Albery':.

Subdivision, in Ka"sas Clty, Jackson County, Missouri, A - 24

(51) Substation No, 87, 824 (a5t 18th, i<ans;1s Cit>*: !he east 65 feet of lots 12 nnd 13 1 Slock 6, ~ineyard's Addition, oo addition in Kansas City, Missouri, according to the recorded plat theceof.

(52) Substation No, 84, 764J Troost, Kansas City: South 40 feet of lot }76 and the north 40 feet of lot Ji] in Marlborough Heights, a sub-division of Kansas City, Hlssouri.

(53) Substation No. 92 1 J1J7 Troost, Kansas Cit:,:: The south one-half of lot 16 and all of lots n, 16 and 19, m.1b-divisfon of Block 1, Squier Manor, o SI.lb-division of land in Kansas City, Jackson Co11nty t l-1iS"JOUti.

(54} Substation No. 2) 1 8627 Troost, KansaS; Citv: The south 400 feet of all that part of the Siauthwest quarter of the notthwest quarter or Snction 21, Township 49, Range 33, lying souttn,esterly of the right of way :>f the Kansas City Public Service Company except that part:.

thereof tal<en for streets, 1:111 in Jackson County, Missouri.

(55) Hawthorn Stea~ Electric Ger.eratina Station, 8700 Hawthorn ~oad, Kansas City: A parcel of land located in Sccticns 19, 20, 29 and 30, To,,..,ship 50, R.inge 32, Jacl<son Covnty, Missouri, consisting pa:-tly of nccreted and/or relict:ed lands and consisting partly of lands described as parts of lots 1, 2 and 3 of Thomas West Estate, a sl.-b**Hvision according to the recorded plat thereof, i.hich pa~cel of land is particularly c!escribed as follows.l &giruiing .. t a p;,int on tho 1Est line of Section JO, To~nship 50, Range 32, ..tiich is 791.7 feet north of the Muthwest corner of said Section JO; thence South so* 04' 30 E:ast, a dh;tance of 141,47 fnt; thence to the left from the last descdbed course at an angle of ;a* JJ", a distanr;e of 775.41 f£et; thence to the left frc.11 the last d<>seribed course at an engk cf 21* ,:,4* JO", a distance of 1091.55 feet; thence lo th,i left from th!l last desc.il>ed counm at an angle of 13* 27' 20", a dis lance of 1711.95 feet to a point on the south lin;, of the m:rrtheast quarter of said Sdction 30 1 which is 443.18 feet esst of the southwest corner of said northeast quarter; thence continuing M n tangent to the last described course a distance of 937, SS feet; thence to the le ft from the last described course at ._.n angle of 46° 1'l

  • JO", a dfatance of 1808, 94 feet i thence to the left fr!l'!! tho last described course at an angle of 40' 41 *, n distanco of 1717. 27 feet to a point on thll' east line of the soythwest quarter of Section 19, Township ~o, Range 32, !ohich is 1114.1 feet north of the southeast corner of said south~~st qua:ter; thence to the left from the last described course at an angle of 3* ()9 1 , a distance of 779,65 feet; thence to the left from l:lte lsst described courso al: an an9le of 90°, a distance of 190 feet; thence to the right from the last i:lescriblld course at an angle of 90°, a distimce ()f 500 feet to the northwesterly boundary line of a t~act of land con,*eyed to Rhoda E.

Hersey as described in Inatrvment No. 551976 recorded in Book 864 at Page 61'1' in the office of the ~corder of Deeds of Jackaon A - ZS

County, H.issoud, st [ndependence, Hissouti., at a:, 1=')int 458, 75 feet southwesterly along said boundary line frOl!I the routhcrly permanent right,of-~ay line of the ~issoori ~iver levee; ther.ce to the right from tho last described course at an angle or 79* 09' 1 a distance of 1610.7S feet, oore or leas, along the northwesterly boundary line of the tract of land con.,.cyed to RhOda E. Hersey as 3foresaid, to the southldy or right bank of the Hissour1 Rivet; thence in a Southeosterly direction o.lon9 the southerly or right bank of the Missouri River ta its intersection w;i.th a line described no follo'<s: Begioning on the south line of the northwest quatter or Section 29, Township 50, Range J2, at a point 375 feet east of the southwest corner of naid ocrthw,;,ut

~uarter; thence Northeasterly 44° 1J' }0" from the south line of the northwest quarter of said Section 29, a distance of 511,6:'i feet to a p11int on the southerly perman<Jnt right-of-way !i,e of the Hissouri Riv<>r l~vee (he,;einafter oosignat.ed as point "A"), and continuing froin point; "A on a line tangent to the la,;t dem;,dbed coursa a distance of 950 feet, mo~e oc les,;, to the souther-ly or right bank of the Hiss,:iuri Rive q the,ice froro the JDint. of intersection of the ooove clescri!:-ed line and the routhetly or right b.ank of' the Missouri River in e Southwestedy direction along the last d:!scdbed course a distanoo o!'

950 feel:., ciore or less, to point "A"; thence c:untinuing in the same Southwesterly direct ion targent to tho last described roune, in~ersccli!l!J the south line of the northwest quarter of said Section 29 nt a 1X)i.nt J7'; feet east of t:he southwust cornur of said northwest quarter, a distance of 117£1,65 feet; thence to the right from the last described course at an arqle of 90° s di stance of 1063,45 feet to a point ...tiich ls 1798.05 feet east and 299.76 feet north of the 50uthwest corner of the nott.heast quarter of Section )O, Township 50, Range 32; thence to the le ft frM the last descc ibed course at an angle of 90*, a disl:.ance of 2286. 6S foot; thence to the right an a curve having a radius of 476,15 fgot, a distance of 81,46 feet; thence continuin;i on a line ta119ent to the last d:?scribed curve, a d~stan~e of 38 5.44 feet; thence to the tight on a curve haying a ,adiua of a,0.12 feet, a distance of 367,6 feet; thenco continuing on a line tangent to the la11t descr-ibed cui:ve W41,4S feet to a point ,,hich is 642,8 feet nor~h and 185.8 foet east of the southwest oorr.er of said Section :SO; thence No,thwesterly on a CUl"VO tmvir,g o radiuo <Jf 1591.7 feet, ..hich is the northeasterly boundary liM of a 100 foot strip of' land lying adjacent to the northeastecly right-of-way line or the Missouri Pacific Ral.lroad Company, to a point on the i.est line of said Se~tion JO, -..hich is 71J,J feet north of the southwest corner of Section JO; thence Norl:h 78.41 feet along the ~est line of said Section JO to the point or beginning.

ALSO a parc:c,l of land located in Se~Uon JO, Township SO, Ran,e 32, Jackson County, Missouri, consisting p,attly of lands described as parts of lot ) of Thomas lit.:!lt Estate, a sub-dhision according to the recorded plat thereof, >hich parcel or land is pi3rlicularly described as follows: Beginning llt a point 683.85 foct cast and 289 feet notth of the southwest c:o!"ner or Section JO, Township 50, Range J2; thooc!l A" 26

North 5a* 02' East a distance of ea; .1.:. feet ~o a point *hlch is 1428. J feet e'3!lt and 760. 71 feet north of the south1o-cst ccrner of ,iaid Section JO; thence South 81° ZJ' West a distance of 11~0 feet, mote or less, to a point on tho northeasterly line of a 100 foot st,ip of land lyinc;r adjacent to the northeaster-ly right-of-way line of 1-1.issouri Pacif"ic Railroad Ccmp:my; thence Southeasterly on a curve having a radius of 1597.7 feet, ..tiich is the northeasterly boundary line of said 100 foot slrip of land lying adjacent to the northeasterly right-of-way line or Missouri Pacific Railroad COll\pany, to tho point of beginning.

Subject to the pct'lnonent and temporary easements condemned by Kansas City for levee purposes in the r,ortion of the land hereinbefore described \,(ithin the city 1.imits of Kansas City, Missouri, in Case No. 52}954 in the Circuit Court af Jackson County, HiGsouri, at Kansas City;.excepting therefrom the land conveyed to Kansas City and subject to easements conveyed to said Kansas City (outside said cjty limits) by deed filed for teeord Hay 27, 194/l, 1.1'\r:fer Ooeument No, 541208, and further excepting therefrOo11 the ri9hts of the Uni tcd Stotes Gov*eI"nr11cnt in the portion of said land .lying between the harbor line established by the Uniled States Goverrrnent and the low water line of the Missouri River. Md further subject to r.ights-of'-w<Jy, easementa, restrictions and zor.ing regulations of Kansas City and :;,f Jackson County, Hissoi;ri, of record, and subject to the terin:s and conditions of the instrument fi.led t'oi:- record January 14, 1918, ~ecorded in B:;,ok B-1645 at ?age 5JS, pertaining to a lract af - land 25 feet in wid~h to be used as a r ight*of-way for :sewers.

ALSO all that part of the southwest. c;uarter of Section JO, Township 50, Range 32, lying oouthw;isterly of the right-of-way of the Missouri Pacific Railroad Company, more specifically described as follows: Beginning at the ~uthwest corner of Section iO, io\.f.'lship SO, Rarn;ie 32; thl!oce North along the west line of 5aid Section )0 a distance of 465 feet. to the southedy line of the right-of-way of the Hissou.i Pacific Rail~oad Company; thence Southeasterly along the southerly line of !laid caih-oad right-of-way appcoxim11tely 829 feet to the :;outh line of said Section 30; thence 632 feet along the south line of Section 30 to the point of beginnin9.

ALSO a tract or land, itrogul.i~ in shape, located in the east one-half of Section )0 and the sautheast quarter of Section 19, all in foi,nship 50, Range J2 in Kansas City, Jackson County, His!!ouri, being more particularly described as follows: Beginning at the point of' intersection of the east-west center line of said Section 30 end the northwesterly line or Block 4, Hawthorn Plant-site addition, a sub-division of land in Kansas City, Jackson County, Hissouri; thence Northeasterly along the northwo:iterly lino of said Block 4 a clistance of 9)7, $8 feet; thence North along the west line of 81 ock 5 c r said Hawthorn Plant Site Addition a distance of 1S08,9u feet; thence North1;estertY along the southwesterly lil!e of Block S and the southwesterly line of Block 6 of said Hawthorn Plant Site Addit.on a A - 27

distance of 1040.}5 feet; thence South p,:irall~l with a prolongation of tho Mrth-socrth center line of said Section )0 3rt;l said line itself to tho northwestedy lirie of said Slocl< ii to thC! i:oi.nt of llcgiMirg.

ALSO an irregularly shaped tract of land located in the cast half of Section )0 and the southeast quarter of Section 19, all in Tow~ship 50, Range 32, ard in Lot 2 of the Commisoionors

  • Plat of the Estate of Thomas West, in l<aMa.s City, Jack!lon County, Missouri, being r.ore oarticulady described oo follo>,s: 8<:9inninq at the intersection of the north-south center line of said Section 30 and the northwesterly lino of Block 3 of the Hawthorn Plant Site Addition, a sub-division of land in Jackson County, Ki.!l!louri, thence Northeasterly along the north>,esterly lines of Blocks 3 and 4 of said Hawthorn Plant Site Addition 614 feet, more or less, to the roost oouther-ly corner of a tract ~f lnnd conveyed to Kansas City.Power & Light Company by Southern Development Company by warranty deed dated December 26, 1966, recorded in Book 1665 at Poge 682, Do0umt:r1t 900285; thence North )249,:n feet coincident with the ..-est line of the said tract of land conveyed to Kansas City Fower and light Company by Southem Development Company's warranty deed dated December 28, 1966, to a point in the southwesterly line of Bleck 6 of said tlawthorn Plant Site Addition; thence Northw!!!i!tetly 677 feet, more or less, along the sJuthwes.terty line of Block 6 of said Hawthorn Plant
  • Site Addition to a i:olnt in lhe north-south center line of said Section 19; thence due South coincident with the com,ron no,th-south center line of sa!d Sections 19 and JO a distance or 4185.80 feet to the point of begirn,ing.

ALSO an irregularly shaped tract of land in the east hru.f of Section JO, Township 50, Ra"':le J2, ar>d in Lots I and 2 of the C0<nrnissioners' ? Jal of the Estate of Thomn West, .In Kansas City, Jackson County, Missouri, being JMre particularly described as follo"ls: _Beginning at the m:,st southel"ly corner of Bleck 14, Hawt.hQrn Plant Site Addition, a sub-divisian of land in Jackson County, Hissoul"i, thence South 46° 10' 50" \lest along the southlfesterly prolongation of the southeasterly line cf said Bloc< 14, Hawthorn Plant Site Addition, a distence of 1139.86 feet too point and corner; thence North 99* 36

  • JO" West parallel to ond' 63.44 feet northedy f~om the noct.h line cf the oouth half of the southeast quarter cf said Section 30 a distance of 117S,60 reet to e point. 180 feet southeasterly from as rneasur~d at right arx;leu to the southeasterly line of Block 3, Hawthorn Plant Site Addition; thence North 46* '20' SS" Eaet pe.~allel ta arid 180 feet southeasterly from the r.outheasterly lines of Blocks J arr.:!

4, r'.awthorn Plant SH.e Addition, for a distance of 2054.19 feet to a point and corner; thence South 43° 49' 10" East coincident with the southwestetly lines of Blocks 13 and 14, H.lwthorn Plant Site Addition, o distance of 883,45 feet to the point of beginnio;i *.

{S6) Sub:station No. 8$ Cypress, 4500 Inoeperxlence Avenue, KaMas flly_: t.orth 135 feet of let L, Gladstone Heights Resurvey, Lots 1 lo 5, ;m addltioo in i>nd to Kansas City, Missouri.

A - 28

{57) Transmission Line; Southtown-Hultiple Lines, Wcodtaf'd Avenue &

Rtver Aveoue, ;(ans as City: All of Lot 22, except the south 850 feet and all that part of t.ot t9, described as follows: BegiMiNJ at the sauthwest r;orn,;r or Lot 19; thence North alon9 Urn wesl 1i,1e of Lot 19, 220.07 feet to centeL" line of New County Road; thence Southeasterly along center line of New County Road, 11 J. 75 f'eet to u point on the east line of Lot 19; thence South along the east line of Lot 19 1 176,75 feet to the southeast corner of Lot 19; thence NorthwesteL"ly along the south line or Lot 19 to point of beginning, ttxcept part tal{lm for roadways as show~ on recorded plats - all in South ~oodlands.

ALSO the ..est ;o feet of Lot 23, except the south 850 feet an:;I all thot patt of L.ot; 18, described as follows: Beg innirq at the southwest corner of Lot 1B; thence North along the west line 176, 75 feet to center line of New County Road; thence Southeasterly along center line cf New County Road 56 ,88 feet to e point SO feet IT'easured al:. t'ight angles to west of the east line of Lot 18; thence South parallel to the eaot Hnc cf Lot 18, 148.69 feet to the south line of Lot HI, thence Northwesterly along the :;out!\ line of Lot 18 to point of beginning - 1111 in South W'oodlands.

ALS() all \:hat pad of Lots 2J and 24 in South Waodland1;, a sub-division of land in Jackson County, Missouri, lying north of the following described line: (kginning at a p::,int on the east line or snid Lot 24 which is 746, 1t feet north of the southeast cornec of said Lot 24; thence in a Northwesterly direction to a point on the west line

~f said lot 24 which is 825 feet north of the southweut corner of said lot; thence continuin<J on the sll:lle course into afore,;aid Lot 23 to a

?Oint on the west line of the eust 50 f~et or said lot 23.

ALSO all that part of lot 26 in South Wood.l11ods, 11 5ub-division of land in,* Jacksor, County, Hissoud, lylng no.-th of the followirx.i described line: B.,ginnif>:] at a point on the east line of said lot 26 which is S88.31 feet north of' the southea,;1:. corner of said lot 26; thence No::thwesterly to a point on the west line of Mid Lot 26 which is 667.21 feet north or the southwest corner of said lot.

ALSO all thal part of Lot 21 in South Woodlands, a sub-division of land in Jackson County, Missouri, lying north of the followir¥J described line: Beginning: at a point on the oast Uno of said Lot t1 which is 25 fei:t south of the northeast ci;irltt:l~ or said Lot 21; thence Ni,cthwesterly to the northwest ~otner of said Lot.

ALSO all that part or Lot 25 in South "n'oodlands, a sub-division of land in Jacl<son Countr, Hissouri, lying north of a Uno beginni~ on the east line of said Lot 25, 667.21 feet north of the southeast eorner of said lot, thence ~o~thweste,ly t.o o point on the ..,,st line of said Lot 25, 746.11 feet north or tho southwest corner of said Lot 25.

A - 29

-'LSO ell of Lot 20 in South Woodlands, a sub-di11isloo of land in Jackson County, Missouri *

.\LSD lot 17 and all (e"cept west SO fMt lyirg south of Ne" County Road) of lot 18 1 S<Juth Woodlands, a sub-divi.sion in Jack:!On County, Hissouti, 3ecotdirq .to the I"eco~ded plat thereof.

ALSO lots J1, 32, 33, South Woodlands Additioll, an addition in Kansas CHy, Jackson County, Missouri.

(SB) Substation No. JS Loma Vlsta 1 6620 Eout 91st Struet, Kansas CHy: Beginnirg at the s,:iuthwesl corner of the northwest quarter of the southeast quarteI' of Sectlon 24, Township 48, Range JJ, Jackson County, Hlssouri, thence North along the west line of the southeast quarter of said Section 24, 11 distance of 329,75 feet; th!!nee South a9* 17' East a di stance of HO feet, thence South a* 04' East a distance of SOO feet, thenCl! North S9~ 11' West to the 'fflllt line of the southeast quacter of Section 24 and continuing on North 89° 17' ~est a distance of 15 feet to the easterly right-of-war line of the Kansas City Southern Railway Cempony, thence Northwesterly along the easterly right-of-way line of the Railway Company a distonce of 181.:,: fee,t to the north line of the southeast quarter of the southwest quarte~ of said Section 24, thence South 99* 15' East a dintanee of 74,4 fe!!ct to the point of be~inning.

Al.SO all that part of the northeast quarter of tile southwest quarter of Section 24, Township 48, Range :,::,:, in Jackson Cou:'lty, Miss:;iuri, described as follows: Beginning at the southeast cQrner or said quarter quarter section; thence North along the east l~no 329.75 feet; thence North s9* 17' West to the east line of Kanses City Southern Rail road right-of-way as now established; thence South 20' 40' East along said t'ight-or-..ay to south line of said quarter quarter section; thence (ast alor:g the south line of said quarter quarter section to point of beginning.

ALSO beginning on the ,;est line of the southwest quarter or the southeast qu11rtct or Soction 24, Township 46 1 Range :n, in Jacltson County, Missouri, at e point 170.25 r,rnt siuth of the north line of said quarter quarter section; thence East parallel wi~h said north line a distance of }$9.26 feet; thence Southerly to a point en the south line of said quarter quarter section ..t1ich is 252. l fe<1t eaet of the weat line thereof; thence West along the said aouth line of tha quarter quarter section to the easte:ly line of :he right-of-way of the Kansas City Sovthern Railway Co:lpany; thence f'forthcrly along said right-of-way line to a point l<hkh is ~proximately 496. 75 feet :iouth of and 147 feet east of the northwest corner of aforesaid quarter quarter section; thence Westerly with said right-of-way line a distance of 70 feet; thence NoI"therly along said right-of-w1:1y line to a point 15 feet west or point of beginning; thence East 15 feet to point of beginning.

A - JO

($9) Service Center Oodmll'l, 8619 f'rcspect tl.venwo, Kon-smi Cit;,:: fhc south half of tho oouthwe9t quarter of tho northHest quarter of Section 22, Town,ihip 48, Rar,;ie )J, Jackson County, Missouri., eiccept thet p,3tt of s!lid premise!'! described as followtli Beginning at a point on the centcc line or ?roapect Avenue 560 feet south of the center line of 85th Street; thence East parollel to the center line cf 05th Street 264.JS feet; thence South paral.lel to the center line of Prospect.

Avenue 2!17.95 feet to the centec- line of a puhlic road; thence on a curve to the d,iht along !;he centel' Hn'I! nf said rood J55 fe~t to a point in the center line of Prospect Avenue 60 feot south of the point of beginning; tlience North to the point of begin'1iog; ard *?~cept also that. part conveyed to Wi!Ham i:l. Shelby and \leda N.. Sfrnlb,' desc:rib'l!d as follo ..s: Beginnir,g at the p:>int of intersedion of the present west line of f>roapect Avenue, also known as 1'.lrandview Road, .,ith the south line of said southwest quarter of th,: northwest qua,te;, said p:,int belog approximately 495 fe,;,t easi; of the south,rnst corner of sald southwest qua::ter of the northwes.t qs,n;1i-ter; thence West 1JO foet, thence North 95 ft?ct; thence £ast "1Prq:dn;ately 130 feet to said present west line cf Prospuct Aventr!!, also kno*m a$ Gcaooview Rosd; thence SoutMl'ly along said west l.i.11e of Prospect Avenue, also known as Graoovle,,. Road, to ;,ol nt of beginni1'1g, in Jackson C<:1unty, Hiscour i, sobj!!ct to ease,nents, restrictions, coYenants Ulld reservations now of record, H' ony.

ALSO beginning at a point JaO feet uast of the notthw.,st c<>mer of southeast qua,te~ or northwest quarter of Section ,i, thence South and parallel with the ""st line of said q~*arter q\larter scctiot'J, 600 feet; thence West 1Jnd p;!ltallel with the north line of said quarter quarter section, 380 feet tc the 'i<!?St line of said quatter q::orter !lection; theo-:e South along the west:. line of said quarter quarter section approxiniately 724 feet to the. $0Uthwest :::orne.r of sa:.d quarter qt!arter section; ,thence Casi;; aiong the south line. of said ~arter quarter section 440 feet; thence North end parallel "Hh the ..est line of said quarter quarter s.:ction opproxir,,ately 1,J24 feet to the north Hne of said quattct quarter section, thence West along the noi-th line of said quarte, quarter section 60 feet to thu point of be9inni~.

(60} Transmission Line; Hawthorn - Blue \/alley, B01l Winner Road, Kanses C.ity1 l.ots 1 and 2; the 1>est 34.?4 foet or Lot J (8011 Wilson Road); the east 18 .09 feet of l.ot } and the -west 16 ,65 feet of lot !l (601J Wilson Road) alack 6, Washirqton Hei~hts Addition, ALSO Lots 19 and JO inclusive, 81oc~ 6, Washirgtoo Heights Addition.

~lSO Lots 11 2, ,. $, 9, & 10, e:<ce;t those p$rta oF Lats l and 10 in i{in.,i:1r Road and tMt ;mi;t of lot J in U.S. High'lay i;o, 24, Block 16, Washington Heights Addition.

ALSO Lot 6, lying sauth of U.S. HighHay Uo. 24, Block 15, Washingtor.

Heights Addition.

A - l1

(61} Substation No. 75 Hidtown, 122J Cast 49th Street, l(ansas Citv: All that part of' tt'le southwest quarter rJf Stlction ZB, Township 49, flao;ie D, Kansan City, Jackson County, Hil!souri, more particularly described as follows: Beginnirw;i at 1l p'.)int on tre south line of 46th Street, 275.0 feet east of the east line of Troost .\venue; thence South 89° 55' 00 East along the south line a distance of J78.32 feet to a point; th11nce South parallel with said east line or Troost Asenue 158.20 feet to a point in the northerly line of Bru,.,h Creek Petkway; th,m<:e South 57" 44' 00 'rl!!$l along lilaid northerly line a distance of 447.39 feet to a point; thence North and pa~allel with the ei;!st line or Troost Avenue a dlsta1\Ce of' ;!97. 06 feet to tho p:>int ol" beginfling, ALSO, that part of the nocth~est quarter of the ~uthwest quarter of Section 28, Township 49, Rarr,ie JJ, in Kansas Cit:;, Ja,;;kson County, Missouri, described as beginning at the SQuthweat corner of Lot 21, of Block J of Davis Place, a sub-division or land, and running thence Soijth along the extended east line of Tracy Avenue a distance o( 20S,2 feet to a point in the northerly line of the rigtit-of-way of Brush Cree:C Parl<way es e<lltablished by Ordinence No. 520B9 of Konsao City, approved March 2J, 1926; thence Northeasterly along said no~therly parkway t'ight-of-way line to n point in the extended west line of Virginla ~~enue 50 feet south of the south line of OavLs Place; thence North 50 feet al<;ing the west line of the right-of-,.ay of Orush Creek Parkway and the extended west line of Virginia /\venue to the 1X3int of intersection l'iith the South line of lot 20, Block J, Davis Place; thence West along the south lines of Lots 20 and 21, Block J, Davis Place, a distance of 250 feet to the point of beginnirg.

ALSO, the south 46 feet of the west 111.67 feet of lot 19, the 1'4:lllt 111,67 feet of Lot 20, all of lot 21, ar.d the south 46 feet of Lot 22, 8locl< ) 1 Davis !'bee, a 51,;\,divisi.on in Kansas City, Jackson C::>unty, Missouri, according to the recorded plat thereof.

( 62} Substation No. 61 Leeds, 4210 Raytown Road, lfonsas Citv: A ti-act of land in the southwest quarter of Sectiot1 19, Township 49, Rar,ge J'.2, in Jackson County, Hissouri, descC'ibed as follows: Beginning on the west line of the :;:out.hwest quarter of said Section 19, at a point wh.i.ch is 9J9, 2 feet. north of the southwest cornet' or said quarter section; thence North !!long said ,,.est line a dist~nce of 100 feet; 4

thence East at an angle of 90 right from last ooscr-ibed course a distance of 204,Jti feet; th,mce Noi-th parallel with the west line of the quarter aection a distance of 251.62 feet; thence South 40* 42' East a distance of 479.22 feet; thence South 24" DO' Eont a distance of tOJ.aO feet; thc,ce South 44* 01' East a distance of S6,JO feet; thence North so* 11' East II distance of 14J. 79 feet to a point on the southwesterly l.ine of U.S. Highway r140 AltorMte; thence South 47~ :10' e:sst along sai.d highway line a distance of *101.so reel; thence South

31* 45' ifest a distance of }55.29 feet; thence South 62° 45' h'est a distance of 172.92 feet; thence North 66* 1'l' 26" *aest a distance of 483,68 feet to a point on the west lin2 of the said oouth,;eot q1,1:;i,ter of Section 19; thence North along said quarter section line a distance of 310,2 feet to the point of beginning.

(6J) Substation No, 146 Brush Creek reminal, 4030 Brush Creek Park.,ay, Karuias City:  ;\ll that pat't of lot "B", Block 4, Vineyard Gardens, a subdivision of land in Kansas City, Jackson County, Missouri, described as fellows: Beginning at the s,;H;thwest corner of' said lot "6", ><hlch is on the northerly line of 8,ush Creek Parkway (as new cstabHshed); thence North 16° 15' 10 i:ast along the west line of L¢t "B" a distance of 159. SJ feet to o pol.nt; thence South 135* ;O' 20" East to a point on the east line of the northeast c;uartcr of the southeast quarter or Section 27, Township 49, Rar.ge J3 1 Jackson County, Hissour i, ...tlich is 562 .oa feet south of the northeast corner of said quarter quarter section, said point being also the northeast corner of Lot "B"; thence South along the cast line of Lot "0 to the southeast corner thorof or the northerly line of Brush Creek Park.way (as now established}; thence in a \lesterly direction along the south line of lot "6" to the ,IX)int cf beginning or the southwest corner of said Lot 1-1911.

(64} Transmission Lioei Hawthorn - Leeds, 47th & Pari.: Roarl, Kansas City, Lot 9, Eastwood Hills, an addition in Kansas City, Hissovt l.,

ex:cept that portJ.on of !H1id lot tal<en for right~of-way,

{65) Transmission Line; Leeds - Midtown, 48th & C!mwood,Kansas Cil:t.:

-'ll of Lots 1 , 2, J, 4, 5 1 ard 6, Block 9, ',I ineyard G11rden5, a subdivision or land in Kansas City, Jackson County, Hisscuri.

(66) l.ransmis.oion line; Hontroso - Lor.ia Vista, 10Jr:d & 6lce Ri~

Ext.. 1 Kansas City: i!J.l of lot 21 in the southeast quarter I nortlu,ast quarter, Section )6, Township 48, Range JJ except described as follows:

All that part of Lot 21, Ruskin Acres, a subdivision in Jackson County, His:.ouri, ..t>foh lies within tho widths ao hereinorter cesigmited on the left or e.ast side of the followio;; described center Hne of Blue Ridge Boulevard and on the right or :;outh side of the following described survey Cilnter line of the median of highway Interstate Route 470; The survey ~enter line of the mectan of high~ay Interstate Route 4i0 and tha center line of !llue Ridge Boolevard are located and descri~ed as follows: Beginning et the southeast corner of the northeast quarter of Section 36, township 45, Range J); thence 1,ccth 2' 44' 26" \'lest )42.4 feet to Station 130+90 on the survey center iine of the mcdian of said highway; thence frcm said.Station 130...90 the survey center line extends North fl6' 44' 26" 'rie!lt to19.01 feet to the

!>~inning of a spiral traositfo11 cur~e nortJlal to a 3° s.imple curve lo the left having an interio~ arx;le of 34* 5)' 4)" at S. T. Station IZ0+70.99; thence Westetly along said spiral curve ZOO feet to the end A. - :n

of said spiral cur,e afld the oogirming of saW 3° sicnple curve at C. 5.

Station 118+70.99; thence Weatedy along said )* sliti;ile curve 105. 22 fe.it to Station 117+65. 77 \ohich equab Station 10+00 on the center l.i.ne of Blue Ridge Boulevard; thence from said Station 10+00 the cente~ line of Slue Ridge 8ovlevac-d extends South 02* 29' 07" West 229. 5 feet to the point of curve StaHon i2+29,5 of a z* curve to the left havirg an interior angle or s* 56'; thence Southel.'ly along the curve 105.5 feet to Sl&tion ,~35. The widths of rights-of-way on the left or east side of the center line of Blue Ridge Boulevard end on the i:ight or oouth side of the survey center lino of the irodian of h.l.9hway Intecstote Route li70 are as follows: Seginnir.g with a .,,idth of 75 feet on the sou~h line of Lat 21, Ruskin Acres, <38 measured at right angles of Slue Ridqe Boulevard cente~ line at Station iJ+JS; thence Northeasterly to a width of 220 feet as tn!)3Sured at right angles to the survey center line of the median of hi~hwoy Interstate Route 470 at Station 119+40; thence Northeasterly along a straight line and decreasing to a width of 160 Feet frw.i said survey center line of the ioodian of high..,ay Inters tste Route 470 Station 12>+)0; thence 160 feet in width fro.i satd St;ition 123-+JO to Station 12.>+00; also all abutters rights or direct access between highway now known as Interstate Route 470 including Blue Ridge Boulevard and abutting land ok'ned by Keosas City Powe~ & Light Company in Lot 21, Ruskin Acres, a subdivision of land in Jackson County, Missouri.

(61) Transmission Line; Leeds - Hidtown 1 I.LJrd & 811.:e River, Kansas Cl.ti:;: Beginru.ng at the southeast corner of the scutheast c,uatter of the oouthwest quarter of Section 24, Township 49, Range JJ, Jackson County, Missouri; thence Northwa.rdly along the east line of said quad:er quarter section 179.6 feet; thence Southwestwa,dly by a straight line 635.S feet, more or less, to a point in the south line of said quarter quarter section 609.5 feet ...,st af the point of beginning; thence ~astwardly 609.5 feel to the point of beginnirv;i.

(68) Substation No. 144 D.ilnotte Terminal, 2014 East Gulnolte, Y.an.sos Citi:;: lot:i 11, 12, 13, 14, 15, 16 1 17, 18, 19, end 20, Block JO, Gutnott.e' s Addition, liJ s1Jbdivi,-ion in Kansas City, Jaclt;son County, Hissouri.

(69} Subetat'.on No. 24 c~ossto"n, 1801 Cherry Street, l<aroas Ci!:t.~

lots 1 to 10, both inclusive, lll'ld all or the vacate<l alley lylr>,J west of and oojoinirw;i Lots 1 to 5, both inclusive, lllock 2, l'ic:Gee Place; also lots 25 to 36, both inclusive, and the south 10 feet of Lot 37 and the south 10 feet of Lot 60, arw:I a.U of the vacated alley lying west of and adjoining the south 10 feot of said lot 60 and lots 61 to 12, bol:h inclusive, am all of the 1ocoted ollcy lying west of and oojoining said Lots 61 to 72, both inclusive, Par~ Place; both being aubdivisioos in Kansas City, Jackson County, Hissouri.

{ 70) Transr:iission Line, Bl\ll? Valley - Southtown 1 at Truman Seorts Complex, Kansas City: All that part of Blocks B, 9, anc: to, II - 34

Subdivision of Thor:ias Harrington's land, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof, des er ibed as follows: Be<,lnning at the point of intersect.ion of t:1e north line of said Block 8 wtth the northerly right-of-way line of the Chicego, Rack hland and ?aci fie Railroad Company, said right-of -woy line being 50 feet rot-theasterly of and normally clistent from the center line of said railroad company's main track, said point also bein:;i 212 feet west end 1702 feet, MOre or less, south of the notthcast corner of the southwest quarter of Section 19, Township 49 1 Range J2; thence East along the north line oF said 8locl< a, a Ci stance of 'l 16 Feet to a point 96 feet west and 1702 feet, moce or less, south of said northeast corner, said point being on the nocthcrly right-of-*my Une of said railroad company, said right-of-way line bcirig 100 feet "lortheasterly of and no.mally distant f.OOI the center line of seid railroad company'a main !:rack:; thence Southeastedy along said northerly dght-<>f-way line to a point 56l feet east at1d 2055 feet, more or leas, south of the northwest corner of tho southeast quarter of Section 19; thence Southerly to s point 562 feet east end 2114 feet, more or less, ~uth of soid nocthweJ;Jt corner, said p::,int being $0 feet northeasterly of and normally distant. from the center line of sal.d railroad company's main track; thence Northweste.ly alon9 a line 50 feet northeasterly of and normally distant f:om the center line of said mQin tr0ck to the point of beginning.

(71} Transmission linei Shawnee - Navy, 12th h Bluff Street, Kans~

City: Iha~ p.irt ol" the west half of Government lot r.fo. 1 of the northe-ll.!Jt qu,1,ter (sometimes called the soutli,..est qu.;,ter of the norlhe<1:st quarter) of Section 6, Township 49 1 Range 33, in Kansas City, Jm;;ksori County, Missouri, described as commencing <1t the inter,;eot ion of the north aoo south center line of said Sec~.lon 6 wl.th tho north line of Twelfth Street, bear £asc along the north Jine of T...elfth Street a distance of 742.07 feet to the true point of beginning; thence r.mLdng an argle or 77° 06' to the- left of the l<1st de$Cribed course bear ~o,theasterly a distance of 735.80 feet along a line parallel with and 1.97

  • feet nor:-:nally distant from the westel.'ly line of Beardsley Street to a po~nt; thence l!llJking an angle of 10° OJ' to the left of the last described course be11r No,ther-ly a distance of 451. 73 feet to a point an the eastet'ly line of Bluff Stt'eet ( formerly Bluff St.e11t Diversion} as est$hlished by deed of dedication dated November B, 1912, in Book 8-1462 al:. page 41S, Oocument 'n10E!8; thence Southerly .ilong the east line of said Bluff Street (formerly Bluff St,eet Diversion) Aaking an angle of 169° !l2' O!l" to the left of the last described course to a point on the north line of Twelfth Street; and l;henee East along the north line of Twelfth Street ta the point of h<lginning,

( 72) Substation r~o. 31 forest, 1105 East 61 st Stceet, Kansas CitY._:

All or the south 2$ feet of lot 4, and the north 12-1/2 feat or Lot S, in Goodell Place, o subdivision in Kansas Cl.ty, Jackson County, Missouri, according to the recctded plat thereof.

A - JS

ALSO, tho east 2 feet of the north 15 feot cf Lot 6 and the east 2 feet of the south 20 feet of Lot 7, in Goodell Place, a subdivision in Karmas City, Jackson Cuunty, Missouri, accordirq to the recorded plat thereof.

ALSO, lot 2, Locl(h9rt Place, a subdivision in Kansas City, Jackson County, Missouri.

ALSO, the north }7-1/2 feet of lot J, Goodell Place, a aubdivtsion in Kansas City, Jackson County, Hissour1, according to the recorded plat thereof, ALSO, the west 129 feet of the south }5 faet of lot 6, Goodell Place, a sub1;1iviston in Kansas City, Jacl<son County, Missouri, according to the recorded plat thereof.

ALSO, lot 4, Lockhart Place, a subdhi.sion in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

~LSO, all that part of the southwe~t Guarter of the northwest quarter of Section 4, Township 46, R.ill'.]e JJ, des<:ribed as follows: Beginnirg at a point on west line of forest Avenue 674,9 feet north of south lire of northwest quarter Section 4, To,mship 4G, flange 33, thence West parallel to nr;:tth line of southwest qir.uter of ooutt.west quarter of northwest quarter of said Section 4, 1J1.06 feet to a point 131 feet east of the east line of lroost Avenue as now established, thence No!'th pa.allel to east liM of Troost Avenue 40 foel to a ~oint, thence East parallel lo south line of said quarter $CC:tion 131,06 feet ta a p0int, ther,ce South 40 feet to bcginrilng, .:ans as Clty, Jackson County, 1-Ussouri..

Al.SO, all _.that pa~t of l:.tu, <nuthwest quartec of noi;thwest quarter Section 4, Township l:.8, Range JJ, described as follows: Beginninq at a point on west line of F'orest Avenue 714.9 feet north of south line of north ..,rnt. qua::ter of Section 4, thence Hest parallel to north line of southwest quarte;;- of oouthwest. <l\)arter of northwei;t quarter of said Section 4, 1,1.06 feet tc a point tJl feet ea$l of east line of Troost Avenue as now ei;tablished thence North parallel to east line of Troost Avei:ue SO feet to a f'()inl:, thence East parnlle l to south line of aiald quarter section 1)1,06 feet to a point, thence South .50 feet to beginning in Kansas City, Jackson Covnty, Missouri, At.SO, the Si()uth 12-1/2 feel of l.ot 3, and the north 25 reet of Lot 4, Coodl!ll Plac:e, a (iubdivisicm in Kaosas City, Jackson County, Hissoul"i, according to the recorded plat the,eof.

ALSO, the north 35 feet of the south 40 feet of lot G, Goodell Place, an addition in Kansas City, Jackson County, MisS<luri, according to the reco:ded plat t~er~of.

A - )6

ALSO, Lot S, Locl<h~rt Pl;,ce, a 51Jbdivision ~n Kansas City, Jackson County, Missouri, according to the recorded pl~t thoreor.

ALSO, lot 1, Lockhart PlaC\:, a subdivision in Kamao City, Jackson County, Hissourl.

ALSO, the weot 129 feet of the north 15 feet of Lot 6 and the 1-0st 12.9 feet of the south 2o*reet of Lot 7, Goodell Place, a subdivision in Kaooas City, Jackson County, tussoud, commonly t.no..,n ag 6115 fro<.tSt Avenue, and all rights to an M&crnent for driveway purposes over the south 6 feet of the north 21 feet of the 1<est 107 feet of lot 6 cf the said Goodell Place, a subdivision in Kansao City, Jackson County, Hlssau~ i.

ALSO, all of the north JO feet of Lot i, aod the 1;Cuth S feet of Lot 8, Goodell Place, a subdivision in Kanses City, Jackson County, Hissouri, cornw~nly known as 611} Troost Avenu~.

ALSO, the not-th 10 feet of Lot 8 onrl the south 25 feel of Lot 9, Coodell Plac", a subdivision in Karmas City, Jackson Coun~y, Hissouri, oonrnonly mown as 6107-6109 Troost Avenue, and all =ights to an easement for ddveway puq.>Ose,; over the north 4 feet of the north J5 feet of Urn south 4{J f'eet of the west 107 feet of Lot 8 or Lhe sli!id Goodell Place, a subdivision in Kan-~as City, Jackson County, Hissouri.

ALSO, the north 25 feet of lat 9 and nl 1 of Loi. 10, Goodell Place, a subdivision in Kansas City, Jackson Couoty, Hissouri, com.-.only known as 6101 Troost Avenue.

ALSO, Lot >, Lockhac-t Place, a subdivision in Kansa.-r City, Jackson County, MistJOuri, accocdll'XJ to the recorded plat thereor, ALSO, the east 2 feet of StJuth :S5 feet of Lot 6, Goodell Place, a subdivision ln Kar,sas City, Jackson County, Hlssouri.

(U) Commercial Office, 614'.> Troost 1 Kansas Cit:i:: All that part or the oouthwost qtmrter of tho;, northwest quarhr of Secticn 4, ro..,nship ti8, Range :S}, in Kansas City, Jacl<oon tou:ity, Hhsouri, beginning at lit point 749.9 feet no,th and 40 feet easl of the $()Uthwest corner of said quarter quaC"ter section on the oust lfoo of Tr.iost Avenue, thence East parallel to the south line of said q,JarteC' quarter section 1J I feet, thence North parnllel with the we,;t line of said quai-tel" quarter section 65 feet, th,ince West paraUd to the south line of said quarter quart or section 131 feel, thence South 65 f,.et on the east line of Troost .\venue to place of b.iginnir,g, in Kansas City, Jecl<son County, Hl.sr;ouri.

M.SO, all that psrt of the southwest quarter of the northwest quarter of Section 4, Township 4B, Rar,ge )} in Kansas City, Jackson County, Miszouri, descdoed as follo..,s: Beginning at a point 6)2.51 north and A - J7

40 reet e.:ist of the southwest corner of said quarter quarter section; aaid point being the intersection of the north line of 62nd Street with the east line of froos t AvC11ue; thence North a.tong the east line of h:oost 117. JJ feet; thence [ast pa:ollel with the ,x,uth line of said quarter quarter section 131 feet; thence South parallel with said line of Troost Avenue; 75,32 feet CTOre or leas to o point 42,01 feet north of the north line of 62nd Street, thence East parallel to the north line of 62nd Street to a pJl.nt on the .est line of F'orest Avenue; L thence South along said west line to the notth line of 62nd Street; thence West alony said north line 262,06 feet to the point or beginning.

(74) Substation No. 57 Cou~tney, S~ker Road & ~o. Highway 291.l-Sugar

~: The north 150 feet. or the east 150 feet of _the southeast quarter of Section 24, Township ,o, Range 32, Jackson County, Hissouri.

ALSO, beginning at the southeast corner of the northeast quarter of Section 24, Township 50, Range 32, Jad,son County, Missouri, thence

o~th along the east line of said quarter section 50 feet, thence West parallel to the south line of said quarter section 150 feet, thence South, pacallol to the east line or said quarter section to a point on the south line of said quarter section, thence East along the oouth line or said quarter section to the point of beginning.

(7$) Substation ~o. 48 Tomahaw~ 910 West 103rd Street, Kansas City:

The cant 175' of Lot 22, except that part thereof lyirg south of a line orawn 150 feet north of and parallel to the south line of said lot, in Eden, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

ALSO, ;,art of the southwest quarter of the northeast quart.er of Sectton J1, Township 4!!, Range 33, in Karo,m City, Jackoon County, Hissouri, more p.,,Ucularly described a9 follows: Beglnoing in the south line of said quarter quarter section at a point 519 feet 1<est of the southeast cotne~ thereof; thence North parallel to .the east line or said qvarter quarter section, 150 feet; thence West parallel to the south line of said quarter quarter section, 70 feet; thence South parallel to the east line of said quarter quarter section, 150 feet; thence East along the south line of sold qu11rter quarter section, 70 feet to the place of begir:ning, except the south part thereof in 10Jrd Street.

ALSO, thet part of tho southwost quarter of the northeaot quarter of Section '.:si, lownship 48, Range 33, in Kansas City, Jackson County; Missouri, described as follows; Begtnning at o point ZOJ feet weet of the southeast corner of the southwest quarter of the northeast quarter of snid oecticn, thence West 72-1/2 feet, thence Nc:th to the center of lndi.an Creek,' thence along the said center of Indian C:reek to a line 20.l faet ..est of the west. lino or the oouth¢aat quarter of the A - :Sa

nodhe.ist quarter or said Section 31, thence Sowth to tile place of beginning, except part in county highway known as 103rd Street.

ALSO, a pat't of Section 31, Township 48, Range :n, in Jact.:~n County, Hissaud; beginning 454 feet nest of the southeast corner of the southwest quarter of the northeast quarter of Section 31, Township 4S, Range J), thence West 65 feet; thence llorth 150 feet; thence East 65 feet; the*)Ce South 150 feet to the beginning, in Jackoon County,

Hieeouri,

,1.LsO, part of the southwest quarter or t.hc northeast quarter of Section }1, Townshi:> 48 1 flange 1 in i(af"l!lllS City, Jec1<son County, Hisoouri, particvlarly <;k!::ictibed as follows: 9eginnlng in the half section line at a point 414 feet wuot of the routheoot corner oi said oouthwe:it quarter or the northeast q1Jartec and rt1nniog, thence West along the south line of said quarter quarter section 40 feet, thence North and para He l with the east line of said GUa.-ter quarter sect i.on 1SO feet; thence East parallel with the first course he~ein described 40 feet; thence South 150 feet; thence South i 50 feet to the place or beginning, in Jac~son County, Missouri. ALSO, aH that pnrt of' the southwest quartl'!, of the no,theost quartet' of Section 31 1 Township 4B, Range JJ described as follows: 6eginning at a poLnt. 27S.7 feet west of the southeast corner of the west half of the ,,ort.heast quarte, of Section 31; thence West alon9 the half ,mction line of sold section 138-1/2 feet, thence North to the center of the channel of Indian Ct'eek, thence East aod South along the center channel of Indian Creek to a line running north frCfll beginninq; thence South to place of beginning in Jac~scn County, Missouri. l.Af'AttTTE COUNTY (76) Substation No. J4 Co~dar, Misw11ri Highway 20 & BB, Corder: Beginning at. a point 92 feet north and 64.S foot weot oi the Section Corner 22, 2), 26, 27 Township SO, Ra119e 2S: thence West 152.'Z feet; tlwnce North 189 feet; thence East 217 feet; thence South 145. 7 feet; thane*! 'West J.9 feet, thence Southwesterly to the place of beginning; beinq a part of the sautheast quarter of !;he southeast quarte~ of Section 22, Township SO, Range 25 1 lafayette County, Missouri. (77) Substation No. 122 Waverly, 208 Jefferson Street, Waverly: The north 150 feet of lots 1, 2, and ), Block 10, Shelby ar.d Company's Addition to the Town of Waverly, Missouri, (78) Subshtion No, 703 Hayview, County Rd 1"1' Northea<<t of Mayvie*.,, A tl:'act of !and in the nodheast qut1rter of the s:ivtheast quilt"ter of Section 6 in lo1><11ship 49, Range '26 in Lafayette County, Hissour-1 belng more particularly <JP.scribed as follo;<s: Seginning at an iron rod on the soutn right-of -way line or Kissouri Stale Supplernenbiry Route ff ( TrtJman Road), 1047. 2 feet west of the eost line of Section 6 an:! A - J9

2620.0 feet no,th of t.he south line of said Section 6; thence fron> FOint of beginning South as* 52' West along the south right-of-way line cf said ~outc rr a distance or 206.0 feet to on iron rod; thcnco South 1* os* East a distance of 20S.O foot to an i:on rod; thence North 08" 52' Cast and parallel. to the oouth line or Section 6, a distance of 20S.O feet to an iron rod; thence tlorth 1* 08' West a distance of 208,0 feet to the place of beginning, ALSO, o tract of land ooscribed as follows; Beginning on the south line of lofayett:.e County FT !lighway, as no"' est2hlished, at a point 1255.2 feet t.est of th~ cast line of the scuthcast qua:ter of Section 6, Towns!'lip 49, Range 26, Lafayette County, Hissouri; thence West. along the south line of said r, High\fay, a distance of 119,J feet; thence South 1.. 8' East SS foet; thence North as* S2' East 20 feet; thence _South 1* 8' East 153 feet; thence North BS' 52' East, a distance at 99.J feet; thence Nocth 1* B' West to the ;,oint of beginning. (79) Substation No. 1"27 Soutti Wa..,edv 1 A Hiles South of Waverly: A t,act of land in lhe n-0rthwest. quarter of Section 2, iownship 50, Range 24, Lafayette County, Missouri, described as follows: Beginning at the northwe3t corner of the northwest quarte,; of said Sec:Cian 2, thence South along !:he ><t:St. line of said quarter sect.ion a distance of 600 feet, thence South 89" 51' East a distance of 636 feet to the center of" a crnek, thence North :n* 54' e:-,st alorig the c11nter of s:iid cre,:k a distance of 60 feet, thence Korth }4° 28' West along the center of s:iid creek a distance of 56 feet, thence Nortti 13* 03' ~est elong the center cf said creek a distance or 6J,2 feet, thence No!'th J6° 07' East 411ong the center of sdd cceel< a distance of 5} feet, thence North 8° t,z* East along the center of said cretlk a cistance of 108 feet, thence Ncrth n* 52' \.fest along the center or said c,ee:.: a distance of 4i feet, thence ~orth 18° 50' East along the center of sai.d creek a <Jt°stance of 61 feet, thence North )6° 29' '<<est :u.on9 the center of said c,eek a distance or SJ feet, thnnce North 1) ~7' £ast along the center 0 of said creek a distance of 66 feet, thence North 1S" OJ' West along the center of aforesaid creek a distance of 72.5 feet to the north line of snid quarter section, thence West ~ong the north line oF said quarter section to the point or beginning. { ao) S<1bsb:ition No. 110 Higginsvilltt, 29th & Sl'rnlby, Higgin,;*;ille; Part of l.ot rnrr.bel"ed .1 in Layne & Jones Subdivisfon r;;f a part or southe.ist quartet' southwest (ltJOrter Sectlon 6, fownshlp 49, RarXJe 25, no:., an addition to the City of Higginsville, Hisoourl, rro re particularly described as follows: 8eglnnl~ at the intersection of th~ north line of said Lot ruw.be.ed 1 with the east line of Shelby Street (formerly Lipper Avenue) as now e,;tabHshe:I, in the City of Higginsville, ~issouri, runnio,; thence East along the north line of said lot nuinbered 1, 100 feet; thence South parallel with the East line of Shelby Street, 110 feet, thence West parallel with the north line of said lot nurilered 1, 100 feet to the east lin<! of said Shelby Street, thence North along U,e east line of said Shelby Streo!t, 110 feet to the place or beginning. A~ 40

Pl.All( COUNTY (S1} Sut>stotion N:,, 913 Riverside, Tillison Road & CB&Q Track:.Jz_ Rive :side: A tract of falld in the :south..-et.t quarter of Section 4, To.,.nshi? 50, Range 33 1 Platte Cour>ty, Missouri, deccribed as follows: Begilllling on the \olest line of Section 4, Township 50, Range 3}, at the point of its inteni!!ctlon of the northerly right-of-way line of the Chicago, 8<Jdi<>3ton & Quincy Rnilrood CMpany, the <Said point being 32~.} feet not"th of the southwest cotnei- of' said Sect:.ion 4; thenee North along the west line of the section a distance of 116 feet; thence right at en angle 100° 25' 45n from the west line of the 9ection, a dist;;mce of 132 feet; thence right at an angle of 69° )4' 15", a distance of 116 feet to a p,int .on the northerly line of the eight-of-way of the Chicago, Burlir,gton & Quincy Railroad; thence Westerly along the northerly right-or -way line to point of beginnir,g, excepting that part of tha above beir,g in county road. Subject to all t"oads and easements or record. A*.SO, all that part of the oouth1<est quarter of Section 4, Township 50, Range JJ, Platte County, Missouri, described es follows: Beginnif)J et a point on the west line of the southwest quartei- of said Section 4, said point being the northwest corner of a tract of land conveyed to the i:a11Sas City Power & Light Company by deed filed fot ~ecord as Instrument No. 13349 in Book 164 at Page 51 in the Of'f'ice of the Racorder of Deeds for Platte County in Platte City, Missouri, said point bcd.f'l!J 440.41 feet (Deeded 401.69 feet) north of the routhwest co~ner of said Section .-t; thence North oo* -14* 09" E'ast along said west line, a distance of 98.42 feet {Deeded 1)6.05 feet) to a point on the southe~ly right-of.way Una of lntetstete Route I-6}S, os now e~laolished; thence South 09' 38

  • 04" East nlor,9 said ooutherly

,ight-of-woy line, a distance of 32.4a feet (Oee~ed J4.t4 feet); thence N:lr-th OG~- 21* 56" £:m;t continuir,g along said right-of-way line, a dtstnneo of 108.50 feet {Oee-ded 110.0 feet); thence Northeasterly continuir,g along said southerly J:'ight-af.way line along a curve to the right, torqent to the last described course, having a rs::fius of 195.18 feet, :in arc dlstonce of }23,62 feet: thence South 84° Ja* 04" East along said dght-of-way line to a point \oohich is 300 feet east of the -.est lino of tho oouth1<e,;t quarter of said Section 4 (as ll!lllasured at right; angles to the wc:;t line of said quarter section); thence South, parallel 1<ith and 300 feet distant fr~r.i the .,est line of said quarter section to n point on the northerly rlght-of-way line of the Chicago, eut'li'"')ton & Quincr Railroad Company: thence North 69° 10' 36" West along the northerly right-of-way lino of said railroad to a point on the wast line of the southwest quarter of said Section A; thence North along the 1<est line of said southwest quarter, Section 4, to L~e JX)int of beginnir,g. Excepting therefrom the aforesaid tract of land conveyed to Karisas City Power & Light Company. Also subject to the g~avel road along the west line of the ~ovg described ttact of land. A - 41

{B2) Substation No. 11 Barry, 41101 West Tiffany Spri129s !load, Kansas City: >\ tract of land in the 11ortt1west qua rt er of Section 5, Township 51, Range JJ, Kansas City, Platte County, Hissouci, more particularly desc:ibed as follows: Beginrti/\;l at the southeast corner of the northwest quarter of Section 5; thence West a distance of 50 feet to the west right-of-way liF\!l of North Green Hills P.oad, said line also b~ir,g the east pcoperty line of' Parcel I Bn:l the true p:iint of beginning; thence North o* 22' 25 £ast a distence of 560. 5 feet to the northeast corner of Paccel I; thence !lorth as* oa* 26" West alor.g the south right-of-way line of Tiffany Springs fload, said line also being the mirth prcperty line of Parcel l, to the intersection with the easte~ly right-of-way line of the special rapid transit corridor, said poir,t beil'i'i) the northwest cotilet of Pa.eel 1; thence Southeasterly along the easterly right-of-way of said corridot, said lirte being the westerly property line of Parcel I, to the intersection with l~e south line of the northwest ~uarter of Section 5; thence East along the south line of the northwest quarter of Sccticn S to the intersection ~ith the west right-of-~ay line of ~orth Green Hills Road, said p::,int being the true point of Jeginni;g. A.LSO, a trnct of land in the southwest quarter of Section S, Township 5:1 1 Range n, Kansas City, Platte Courity, Missouri wore porticdarly described as follows: 6eginni(l(J at the northeast corner of hhe southwest qtJ.irter of Sect ion 5; thence West a distance of 50 feet to the ...~st right-or-way Hne of North Green Hills Road, said line b!lil'l<J the east property line of ?arcel II I afld the true ;x,int of beginnir.;11 thence South o* 22' 25" West along the wet.t right-of-way line of North Creen Hills Ro1Jtl a distance of to rods ( :no feet); thence West 3lon9 a line parallel to the no,th line of thu muthwest ll.\l3 rter, said line being the south pr.operty line of Parcel 11, South ae* a* Zo~ East, a distance of 8i6 .62 feet to the intersection of said line a"ld the easterly right-of-way line of the s~ecial rapid transit corridor; thence Northwesterly along the easterly right-of-way line of said corridor, satd _line being the west proper_ty line of Parcel II, to a point of intersection of seid line and the north line of the southwest querler of Section S; thence East along the north line of the southwest quarter of Sec~ion :-, to the il'ltersectiot1 with tne weot right-of-way lfoe of North Green Hills Road, soid i::olnt being tho true point of beg inn.:. r,q * (8J) Sunstation No. 49 Weatherby, Hissnuri Hiqhway 45 & Graden Road, Platte County: A tcsct of hnd lo the oouthwest. quarter of Section 2:S, fo;.nship ':l1, Range J4, described as follows: 8egl.nnifl', at a point which is 1499.85 feet east ~od 502.5 feet north of the southwes~ corner of :iacid Section 23; thence North 23* :Si' E!i!st 62$,J feet to a point; thence Sau th 66° 2)' East 660 feet to a i:oint; thence South 2J 0 37' West 694.7 feet to the center of a µublic l"Oad; thence North 60* 25' West 66).7 feet to the point of beginnlrq, in Platte County, Hissouri, except lhat part in public to~d or highway. A - 42

(84} ruture furbine Generatii:9 Site Riverside, Tillison Road & 8u:lir-.;iton Northern f?ail~o?d, Riven,ide: A t~act of lnod in the southwest quarter of Section 4, Township :;o, Ranc;e n, end the northwest qua,ter of Section 9, Townshi;> ,o, Rar,ge J3, Platte County, Hissaud, described ml follow:i: Beginnif'<,j at a railroad nil at the northwest corner of said Section 9; thence South alo~ the west line of s.iid Section 9 1 1591.U feet, deed (ona$uua 1592: .11 feet) to o gos p.ipe; thence [1;t:it no:;.5 feet, deed (rneam.1res 1JOJ.17 feet) to a point in the east line of the west half of the ,;est hQl f of frocUonal Section 9 1 Township 50, ~ange :n, the.tee North slang said east line 1248 .a feet to a Point in the southerly tight-of ~way lille of Chic11go, Burlington & Quincy Rnilroad os now located; thence Northwesterly along the southerly line of said railroad, 1J91.0 feet, deed (meosures 1:S:10,66 feet) l;o lhe intersection of said S(!Utherly right-of-way line anj the we-,t line of the snuthwost quarter of Sec::U.on 4, Township 50, Ran:]U '33, thence :southerly al.or.g said ,.est line, 127 .O feet, deed (measures T'26 .49 foet) to the poitit of be<Jinning. (85) Substation N-~. 63 Line Creel<, 3810 N.W. 154th Street, 1-:aosas City, All or the east 12,5 acres of the -.est 22,5 acres of the east 45 ac.es of tM south half of the southeast quarter of Section 20, Township 51 1 Range J}, Ka11Sas City, Platte County, Missouri, subject to easements aoo restrict.ions of i;ac:ord. Also tho east JS5 feet of the west 14!!0 feet of the oouth half or the southoast quarter of Section 20, Township 51, Rongo j}, Platte Covnty, Missouri. (66) Iatan Steam Electric Genc~atioq Station, Iatan: A tr.ict of land cooprised of all or pnrt of fractional Section:i 1S, 19, 29, JO, and J2, To,mship 54, Range 36 of the Fifth Principal He=idi.an, and all or part oF fractional Sections 13 1 24, 25, and 26, Towri:ship 54, flange )7 of Uie Fifth Ptindpal Meddian and a p::irt of fr.ictional Section 5, Township 53, Range 36 as said sections "'1!,e surveyed and shown on the Original U.S. Goverrr.:ent Surveys of the State of Missouri. Al.SO aH a;; port of fractional Sections 5, 6, 7, B, 9, 16, end 17, To\'lnship 7, Rai;ge 22 of the Sixth Principal !'1eridian as said sections were surveyed and shown on the Orlginal U.S. Government Surveys of the Territory of Kansas. ALSO certain acc,et!?d :in<;I .eUcted lands and forme, r:ivc r bed; all now being in Platte Ceunty in tho State of Missau~i and 11I>ce particularly described oa follows: {NOTi:; The bearings io thi9 desor:iption are blrned an, or have been con.,.erted to conform to, tho Hissaur i Coordinate Syotl!r:I, West Zone) aeginning at the oouthwe:1~ CQrncr of the ooutheast q\lllrter of Sect.ion n, Township 54, Rongo 36; thence North 89° 49' 28" East along ssi.d south Hnc a di:\'.tanee or 928.4 feet; thence North oo* }4' JJ" Cast pacalld with the west line of sai:l quacter section, 2672.JO feet, r:,ore OI' less ta a point on the south Hne of the- northeMt quarter: of said Section 32; the"lc:e continuing A - 43

North 00° 34' 3}" East 432.26 feet; thence Soulh 89' 19' OJ" East, porallel with the south line of said oortlueast qu11rtt>r* !ruction 1716.0 feet to a point on the eAst line of' said Section 32; thence North 00° 

 )4' :SJ" East along said east !ine 863.99 feet, 111ore or less, to the
$outh;.esterly line of the L"lght-of-,..ay of' Hissov;i State Highway No.

4S; thenr.e Northwesterly along said oouthwestedy x:ight-of .way line through part;; of' said Sections J2, 29, 30, and 19, lo Township 54, Range 36, over the next twenty-nine couraes: North 45* OJ' 211" West 2772.21 feet; thenc,e South 44* S6' 36" iiest .5.0 feet; thence North 45' OJ' 24" \iest 700,0 fset; thence !forth 44* .56' J6" £.ist 5 .O feet; thence North 45° 03' 2!1 11 West 466 .O feet; thence North~esterly along a curve to the rignt, tor.;ient to the last described coLJ.se an<! having a radiu9 of 5769. 58 feet, an arc distance or .506. 81 feet, thence North 40° 01' 24" West 2729.8 feet; thence South 49° .Sa* J6" West 5.0 feet: thence North 40° 01' 24" \fest 162~,9 fact; thence Northwesterly along s curve to the right, tor,;ient to the lost described cowse and haviog a radius of 11.504,2 feet, an arc dH;tance or 579.01 feet, thence North 37° 08' 24" West ;40.1 feet;_ thence S01Jth .52° $1 1 J6" West 2.5,IJ teet; thence N<1rth 37* 00' 24" West 100,0 feet; thence North 52* 51' J6" t:ast 25 .o feet J thence North 37" 08' 24" \lest 15B7. 51 feet; thence South 49° 41' 36" West 10 ,01 feet; thence North J?° 08' 24" West 610,64 fi:!et; thence Northwesterly on a curve to the right, tan;ient to the last ooseribsd course ond having a radius of 11514 ,2 l'eet, en ace length of B55.1J feet; thence North 69° 08' 24" West 6,02 feet; thence N~rthwesterly on a curve to the right, tangent to the last descr itled course end having a radius of 11S19. 2 feet, and arc distance of 4S,67 feet; thence North 32° 38 ' 24" West 1699.4 feet; thence North s1* 21' 36" fast .S.O feet; thence North 32° JEl' 24" West J50.i) feet; thence North 57* 21' J6" [ast 5.0 feet; therwe North J2° 38' 24" West 74fL09 feet; thence North 89° 38' 24" West 119.24 feet.; thence North 32* 39' 24".,* West 9$. 38 feet; thence South El9° J!l' 2!." Eai;t 119. 24 feet; thence North J2° }8 ' 24" Wea!: 56.55 feet to the south line of said Se:tion 18, Township 54, Range 36 at a point 750.65 feet easterly along said secticn line from the southwest comer of said - section; thence South 89° J8' 24" C:ast along said south llne J31.4J feet to the sout!\vtesterly Hne of an old ci:wnty rood; thence alonQ said southwesterly line over the next six C<Jurses; l-btth 27° J2 1 S6" West, 12Z,5S fe .. t; thenc" ~orth 28" 54' 56" 'Kest, )49.1J feet; thence North

io* J4' 56" West 983.34 feet; therice Notth 23* 18' 56" West, 238.91 feet; thence North J0° 18' 56" West, 4S2.}$ feet; thence North 2,* JO' 56" West 46,5J feet to a point on the east line of said Section n, Township ::14, Range 37; thencr., South oo* 2.2' 26" West olong said east line, 574.06 feet to the southweste:ly right-of.way line of the Burlirigton Northern, lnc. (formerly the Chicago Burlington & Quincy Railroad Co,11pany), thence Northwesterly along said southwesterly right-of-way line 759.31 fee~, thence contio.,iog along said southwesterly right-of-way line North 2;* 28' 04 West 634,46 feet.,

thence departing from said right-of-way lioo South 70° 22' 25" Went 224S.96 reet; theoce South 11* 37' )4" East 435.6 feeti thence North A - 44

71* 22' 26" En:it 25},44 feet; thence South 85° }7' )4 East 876,4B foot; thence South 00' 52' 26" West 1547,04 feet; thence North n* 52' 26" (;i.st 2}0, 26 feet, to a i:oint on t!ie west line of tot 5 of' the northeast fractional quHrter of said Section 24, Township 54 1 Rar,ge 37; thence South oo* 22' 26" West along the west line of said Lot 5 ( oho refBrted to a3 the 1<est line of the east half of the northeast quarter of !laid section) arul the ooutherl)' prolongotion thel'.'l}of, 2466, 10 feet to the easterly prolongation of the north line of the southwest fractional quartet of said Section 21.q thence South 09* 23' )7" 'ric1:1t alonlJ said prolongation 928. 79 feet to o point_ "'1ii;h is )055 feet easterly along said north line .ind prolongation, from the northweat corMr or said s;iuth..,rnt fractional quarter sedion; thence South 34° 17' 44" West )252.40 feet to a point on tho east.:i.tlt prolongation of the south line of said Section 24 a~ a point 1265 feet easterly along said line from the south*..est corner cf said section; thence South 89° 15' 20" East 11-long said easterly ptolongat:.ion 2169. 1:i feet to the north-south centi,.c line of said Section 6, fownship 7, Range 22, an said cent et li oo is located by decree of the Supreine Court of the United States entered June 5, 19114, and reported in 64 Supreme Court P.eporter at Page 1202-1206; thence South 00° 22' O'J" East atcmg the southerly prolong at ton of said line 2474, J1 feet to the Mrthwest corner of the nortlleas t quarter of fractional Section 7, Towns hi? 7, Range 22. the saiM oo!~ the inutheast corner or a tract or land conveyed to Gary .\shpaugh :ind Mary Ashpaugh, husband and wi Fe, by Ccne~el Wa~ranty Deed filed for record on the 8th day of June 1973 and recorded as Oocv-::ient No. 43211 in 9cok 416 at Page 430; thence riorth 69° 5B' 25" \.lest alcng the south lino of said ltact, 3118,5 feet to the southwest C'orncc of said Ashpaugh tract, said corner also being on a line described in a boundary line agreencnt recorded t'ln July 3, 1968, a!l Document No. 20}}0 in Book }11 at Page BJ in the Office of the 

.Recorder of Deeds for Phtte County; thence South o* 55' Ji" West (record *South o* 2S' West) 339.04 feet; thence North 89" 04' 23" West (record NQrth B9° 49' 'l'i'cst) along aaid boundary line 877.2 reet; thence South no* 55' J7" \lest (record South oo* 26' West:) along said boundary liM 2383,41 feet to o m:>numentcd iroander i::oint on the northerly highbank of the Missouri River (whjch said !TYJnLI:llented gean<ler point is the beginning point of the next six meander line courses i..hlch run opproxirnately parallel to a portion or the Dctual boundary as followsc:

(1) South 68° 53' 41" East, 2169.12 foot {2) South 76' ,a* 33" East, 1644,66 feet 0} South 72° 24' 55" East ZJ00,96 feet (4) South 63° S9' 58" East, 1078.11 reet (5) South 54' 07' 46" Eaot, 2940,So feet (6) South 35* 45' 15" East, 2149,20 feet to a potnt on the weste::-ly point on Uie westerly prolongation of the ~uth line of said Section 32, lo.mship 54, Range 36; the last said meander point bea~lr,g South 69° 49' 26" West along sa.i.d south lino !lnd westerly Pl'Olongation thei:eof a -distance of 3669,29 i"e:et from the southwest corner of the routheast quarter of said Section J'2; thence From said manu!llenterl meander point South aO" 55' )7" West, to the low watel' line on the left or northerly shore of the Hi.ssour i River; thence Southeasterly alor.g the low water line to a point .en the ~sterly prol.ongation of a line that is nn 

                                     *"' - 45

feet notth of arid parallel to the so1.1th line of the northea:3t quarter of Section 8, Township SJ, Range 36; thence leaving said lo\of watet' line North 89° 49' zs;* East along :in.id ponillel line to o point that is 2400 feet weat of tnc caGt line of the northwest quarter of said Section 5; thence South 24

  • 05' 32" £a~ t 228 .6J feet; thence North 89° 49' 28" Eoot, 1052,17 feet to o point 1255 feet west of tho cast line of the northwe!:lt quarter of said Section 5, Township 5J, Range 36 and 7162 feet north of the south line of the northeast quarter of Section B, Township 53, Range J6 1 sald !X)int being a p,int on a curve; thence North,;esterly along said curvo to the left havir.g a cadh1s of 4677.}1 feet (deed) or~ 45BJ.66 feet (es surveyed) to a point on the south line of Section J2 at a distance of 1461.66 feet westerly along said oouth line from the southwest corner of the southeast Quacter of said Section 32; thence Norlh 09* 49' 28" E<1st along s<1.id routh section line 1461.66 feet to the point of beginning, SALIN( COOOTY

( 87} Substation No. '26 Blackburn, North <Jf Bfackburn: One Acre in the northeaat corner of tho northwe11t quarter of the nortln<est quacter of Section 19, Township 50, Range 23, Saline County, Kissouri. (BB) Substation No. )2 Kt. Leonard, ~. ttiotlway 127 near Kt, ~: A tract of lend located in the oouthwest quarter of the southwest quarter or Section 12, Township 50, Rarqe 23, Saline County, Missouri, described as follow, Be,ginning at a point ;.hich is 721,1 feet west of the east line and 25 feet north of the south line of soid quarter quo rt er section, thence "r/est parallc l with the south 1ine of said quarter quarter section a distance of 100 feet, thence right at on angle of a9* 05' from the l~st-deacribed course a distance of 100 feet, thence East parallel with the oouth line of said quarter quarter section a .distance of ,00 feet, thence South to the point of beginning. (B9) Substation No. 43 West Marshall, U.5. Highway 65 & 240, He.shall: Beginning at a stake 994,4 feet north and J2.3 foet east of the center or Section 9, fow<lllhlp 50, Range 21; thence North 21° 4!:>' Eost 190,6 feet, thence South 68° 14' Eeat 1)8.7 feet; thence Sc~th 7* )6' West 335.2 feet; thence North 36* 49' We3t 258.2 feet to the place of )eginnin9. (90} Service Cantor Sweet Springs, 104 Nlrth Locust Street, Sweet ~: Beginning at tht! intarsection of the east line of Miller Strel'!t in the City of Sweet Springs and the north line or the riglit-of-1,*ay of the Missouri Pacific Railroad; thence East along tha north line of the Missouri Pacific P.ailroad right-of-way 264 feet l!IJ~e or less; thence North 50 feet, thence West on a line parallel with the oo:th line of the northwest quarter of the northwest quarter of Section 11, Township 48 1 Range 2J, 26},9 feet ncre or less tc the ea~t line of Hiller Street; thence South en the cant line or HBler Street to the paint cf beginning. A*- 45

ALSO, o.tl of hr~olar lot 18, Sweet Springs, Saline Co1,1nty, ftfosoud, de!lcdbcd by met~ and bcundl! as follows: Commencing at fl point 25.0 feet east of the northwest cor:ier of the ooutheast qua,te~ of the north1o<est quarter of the northwest q1.1arter of Sect ion 11, Township 48, ffarge 2'J, Saline County, Hisoouri, said point being on the east right-of-way line of Mil le r Street and a.lso being the northwest corne. cf Inegular Lot 19 as shown by the J. J. Snith ,nap of Sweet Sprirgs, Hissouri, ,md also the southwest corner of Lot 1 ln Block 4 of J. C. Magness Addition to S1<eet Springs, Salioe County, His130ur i; t~ence South 89° 51.1 1 40 East olong the nodh line of said ,southeast quarter of the northwest quarler of the northwest quartei:, said line also being the north line of said Irregular lot 19 and the oouth line or said J. C. Hagness Addition, 264.0 feet to the northeast cot'ner of said Irregula, Lot 19, said p;iint also being the noct h><est corner of I.regular Lot 18, as shown on said J, J. Snith r,,.ap of Sore et Spdngs, Hissouri, and the ?o!nt of BE:9iMing of a troct; heri:in oeserl:>ed; thence continuing South S9~ 54' 40'; Ea:ct along the north line of said southeast quarto, of' the northwest quarter of the northwe1>t quarter, said line also being the south line of s.:iid J. C. Magness Addi tioo and the north line of said Irregular Lot 18,, 466.50 feet to the northeast cornei:- of said lrregular tot 18, said p:,int a.lso being the ooutheast corner of Lot 4 in Block 3 of sal.d J. C. Magness Addition and also being a point on the -.est right-cf-way 1ine of locust Street (Missouri State Route 127); thence South 01* 10' 'rfest alang the cast line Qf said Irregular lot 18 ar:d west right-of-1,ay line of locust Street (Missouri 5teto Route 127), 182.65 feet to a point on the northerly right-of-way line of the Mi:,souC'i Pacific Railroad, said point also being the southeast corner of said Irregufor tot 18; thence Southwesterly along said northerly right-of-way line and the sautfl line of Irregul.Jr Lot ts, alonu o curve to the right with a main line degree of curve of 02° 42' , J 50. 32 feet to Railroad PT Stat ion 1 t 171 plus 4). J; thence

  • contiooing alQng. said northedy right-of-way* line and the ooutherly line of Irregular lot 113, South 86° )6' 40" West, 123.71 foet to a point 257.0 reet east of th,:, aast right-of-way line of said liiller Street as r.w:lasured along said northctly right-of-way line of the Hio$0uti Pocifk Railroad, !laid paint abo being the southwest corner of lrregular Lot 13, and the southeast corner of said Irregular Lot 19; thence :-lorth 01" 40' 30" E.ant along ttie ~st line of said It-regular Lot 18, said line also being the oost line of said Irregular- lot 15, 240.29 feet to the point or Beginning.

(91) Substation No. 95 /.brton, on County Road O South of ~a.ton: A tract of lane! described as follows: Scginni119 on the ~st line of the southwest quaeter of the southwest quarte~ of Section 20, Towni,hip S1, Range 20, in Saline County, Missouri, at a point 10JZ,5S feet natth of thll $0uth line of said quarter quarter section, th1mce tas~ paralld A - 47

with the said :,;,uth line a distam;e of 68!L 38 Fei,t, thence North paraHcl with the we!lt line of sai.d quart.1r querter section a distance of )45,S (eet to the no,th line of said quarter quarter section, thence West along sa!d norlh line a di,.tence of 688.)8 foot to the ~sl line oi sal.d quarter quarter section, tllencs: South a.long said ""st line to the point of beginning, subject to the right-of-way of S~ate Road "0" located along the ~~st side of said tract. (92) Radio Tower, on County Road AD, West of Ho. Highway 41, South or ~ami; A $ acre tnr:t located in the not'theast quai.tec of Section 20, Township 52, Range 21, Salim, County, Missouri, more th:i~oughly describud as fol101<s: 6egin11ing at the north1<est corner of scuthea::it. quarter of nottheost qt1arter of Section 20, therce e'.ast along said north Hne of southeast quarter of northeast quarter a dilltance or 466,69 feet, thence South ard parallel with the k".lst line of seid qvar~er quarte.t II distance of 466.69 feet, thence West and parallel with the north line of gaid quarter quarter a distance of 466,59 feet to a point on the 1,1;::st line of sa.id quarter quarter section, thence North olong west c;uatter quarter Hne A66,69. feet to o point of beginning, excepting that part dodicat!?d for highway purpo$es ** (9J) Substation No, 2B Sweet Sorings, Broadway & Oak Streets, Sweet ~: The east 104 feet of Lots 11, 12 and 13 in 8.lock 11 of Dankenbring*s P.e-Subdivisicn of part or the northwest quacter Clf the south>test quarhr of Section 2 1 Township 40, <lange 2J, Saline County, Missouri. Beginning at the southeMt corner of said Block 11, thence North along the eest line of said lots n, 12, and 11, a distance of 95 feet, to the north lilll! of said Lot 11; thence West along the said north line of Lot 11, a di.shnce of 104 feet; thence South, parru.hrl with the said east line of Lets 11, 12, nnd' 13, to the south li.ne of' said Block 11; thence East along said south line of Block 11 to the point of beginning. (54) Substation No. 59 Gilliam, on Ha. Highway 240 East of Gilliam, /1. tract of land described as fallmffl: l.leg!.nnJ.ng on the northerly line of State Highway No. 240 at a point 161 feet east of the W!?st line or thr. soothwest. quarter of the northwest quarter of Section 4, Township 51, Range 19, Saline County, Missouri (measured along said highway line), thence £asterly along said h1ghway line a distance of rifty (50) feet, thence North at an angle cf 90° left ftom last-described course o distance of 50 feet, thence West at an angle of 90° left from last-described cou~se a distance of 50 feet, thence South at an argle of 90" left fro,:, laat-descri~ed course to the point of beginnio:.i. A~ 48

(95) Substation No. 702, Newell, ari Ho. Highway W West of Harshsll: A tract of land in the west. half of the northw,ist quartet" of Sectien 16 To""1ship 50, Range 21, Saline County, Hissouri, described as follows: Beginning en the northerly line of ttissou:i High'<ay -'-b, 20, as now eslabHshed, at a point 262. l f1rnt ~st of the east line of said half quarter section, a$ measured along the northerly line of said Hissouri Highway r.o. 20, thence North pan11lel 11ith lhe east line or said half quarter section a distance of 125 feet, thence l,;tft at an angle of 69° QO' fro,:, the last described course a distance of 125 feet, thence left al an angle of 90° 20' f'rom the last described cou.-se, to a point on the northerly line of said Hissouri Highway No. 20, ther;ce Easterly along the northerly line of said H.issouri 20 to the p:iint or b"'Jinning. REAL ESTATE IN KANSAS All the following described real estate of the Company situated in the State of Kans2s: {96) Substation No. 80 Greeley, on U.S. Hiohwav 169 ilest of Greeley: ~ trect or land located in the northeast quorter of Sect lon )6, Township 19, Ranqc 20, Anderson County, Kan:ias, more particularly l!escdbed as follows: Beginning a~ a point on the southerly ,i9ht of way line of U.S. Highway 169 said point being 2Jl,6 feet ><est e.11d 10),0 feet south of thll northeast. corner of northeast quarter Section )5, wlth a S:,uttn,-est angle of 89° l[J' ofr t,~e north line of said qua~t&r neet ion, ther.ce cont inuin9 Soulh on this last descr-i!led course a distance of 100.0 feet, th.ence East a distance of toO.O fi!et, th<Snce ~*orth and parallel with the west line of sa.id tract a distom:e of 112.0 feet to the southerly right of ,,ay lirie of U.S. Highway t69, thence i,'esterly along eaid southerly t'lglit-of-way Line to point of beg.Li,nlng. {97), St:bstal;ion 1/o. 97 r.1elda, on U.S. Highway 169 near Carnett~ II 1:.rvct of land oosc:ribed as follows: Beginning on the west line of a public toad i.tiich lies along the ea~t side of the northeast cuarter of Se~tion 1$ 1 Township 21, R~nge 20, ~derson County, Kansas ~t its point of intersection with tho south line of the public mad "'1ich 1it1s alon9 the north side of sold quarter section (uoid point being further icentified as being 30 feet ...~st of and JS feet south of the northeast corner- of said section), thence South along the W\!st line of first de,,;cribeo public road a distancP. 100 feet, thence h'est: parallel with the north line of the section a distance of 100 Feet, thence North to the south 1 ine of the pvb lie road next desc ribe<j, thence East al<:irn; said sauth line of lhe public road to the pa int of beginning. A - 49

(98) Substation No. 481 Greeley Regulator, on U.S. Hich~ay 169 Southwest of Greel!::z:: Beginning at a po.int oo the e,1stet'ly 

 ~ight-of-way line of U.S. Kansas High~oy 169, as now established, said point b*dng 5,l:4 teet northeasterly of the south line of the northeast quarter or Section 10, Township 20, Range 20 1 ;\ndersnn County, Kansas, as ne.isured along tl1e eusterly dght-of-way of s1.1id U.S. 169, thence at an angle of 90* to the right from the oottheaslerly course of the
*Histet'ly dghl:.-or-way lins: of sai.d U.S. Highway H,9 a distance of 1DO feet, Ul!mc:e at an 1.mgle of 90' to too lert frcn the last described course a distance of 100 reet, th,mce at an angle        or 90° to the lert fro,11 the tasl de~cribd course a distance nf 100 feet to the easterly right-of-ws~ line of said U.S. Highway 169, thence at an angle of 90" to th., left fr01ll lh-tt las~ desi;:ribed course a distance or 100 feet tc the point of beginning.

aFfEY COUIIITY {99) Wolf Creek Nuclear Ceneratin~ Station & la~e. on U.S. Highway 7), North of Sur!ington: M wdivided 47 percent foterest in and to tr:e follo,;ing real estate subject lo thnl certain DeCL'ffllloc 28, 19Sl, G'<nership Agreement oot\olflen Kansas City Po""ilr & light Company, Kansas Gas and E:Lectr k Coi:ipany, and Kansas £lectric l'o1,1Jr Co ope ralive I Inc, cecorded at the Office of the Register of Deed& in Coffey County, Kansas, Soo~ ~o. W, Pages 465-SOO, tespeotivelyt Beginning at tho west quart1a.* corner of Section 24, Toi.nship 20, P.ango 15; tt.ence East to tho northoast cor11er of the ..est half of tho west half of the zoutheast c;u;;rter of 3nid Section 24; thence South to the southeast corner or the west half or trui northwest quarter of the northeast quarto r of Section 25, loMlshlp 20, Ram;i,:i 1); tho nee West to the west line of the northeast quarter of s~id Section Z5; thence South tc the south quarter corner or said S~ction 25; thence West to a point 797, 8 feot e1;1st of the northH'!lst corner of the northwest quarter of Section }6, Township :rn, Range 15; thenco South 520 reet; thenee Southeasterly to a Point 1020 *reot wast of the ooutheo$t corner of the north half of th1, northwest quarter of said Section 36; thence South 200 feet; thence West 621.as feet i thence ~outh 1190. 'J7 t'eet; tf'rnnce Southeastudy 350. 7 feet to a po.int 180 feet south of thl! northeast corner of the west hel f of the Sauthwes:l; quarter of said Section 36; thence Soulh to the norlheos:l corner of the s:outh-.est quodel' of the so,Jth.,est. Quartei:- of aoid Section 36; thence Enst to the east line of thtt w;,st half of said Section 36; thence South to the south quarte~ cocnec of said Section 36; thence East to the southwest corner of the east half of the southeast quarter of the southeast quarter of said Section 36; thence North to the nort.h\<ust corner or the east ha! f of the oouthMst quorter of the south emit quarter of said Sect ion 36; thence East to the northeast cotfler of the ..est half of the southwest quarter of the south...ist quarter of Section 31, Io"THlhip 20, Range 16; thence South to the southeast corneT of said ~est ha\f of the southwest quarter of the southwest quarter; thence East. to tre northeast corner A - 50

of Sect ion 6, Township 21 1 Range 16; thence South to the oorthweist cotncc of the south half of the notth half of Section 5, To ... nship 'Z1, P.unge 16; thence Ea1t to the northeast corner of the southwest quarter of the nacth...cst qua::te: of Sectfon 4, To1mship 21, Rang,: 16; thence South to the sovthea11t corner of the southwest quarter of the routhweut quarter of llnid Secti<lrl 4; thenr~e \lest to the northeast C1:1rni;r or Section a, Township 21, Range 16; thence South to the southeast corner of said Section 8; thence West 1704,96 feet; thenc,;, South to the north line of the south holf of the nottheai;t quarter of Section 17, iownshi? 2l, Ran<;e 16; thence £est to the rtorthel!st co Mer of the south half of the north ..esl ~artei: of Section 16, Township 21, Range 16; thonce South to the south quad:.er c,oroer of Section 21, Township 21, 

~ange t6; thence West to a point 450 feet ;,est of the southeast corner of Section 20, To"r:ship Zt, R,mge 16; thence South tll a poir.t; 450 feet west of the east v.irter corrHir of S11ction 29, Townshi.p 21, Range 16; thence 'iiest to the center of said Section 29; thence South to the aouthe,mt corner of the north hal r of the southwe!.'t quarter or said Section 29; them:e West to the south'tle.st corner of said north holf of the oouthwest quartei:; thence Not-th to* the southeast corner of the north 70 ;icres of the southeast. quai:tei: cf Section JO, ToHnship 21, Range 16; thence West to the southwest corner of tne north 70 acres* of said a'lutheast quarter; thence North to the center of said Section 30; thence 'lies':; to the west quarter corner of said Section )0; thence North to the northHest corner of said Section 30; thence West to the south,..est r:orrter of the east half of the eest half of the southeast quarter of Section 24, Township 21, Rar.ge 1S; thence North to the tw,thwes!: cot"ner of said i!ast half of the east ha.l f of the southeast quarter; ~hence East to the southeast corner of the northeast quarter of sai.d Section 24; thence North to the ooutheast corner of the northe<1st quarter of the ~utheast q,,arte, Sectlort 13, Towniit1ip 21, Ran;ie 15; thence West to the southwest corner of said northeast quarter of the southeast quarter; thence North to the nortl1west corne~ of sal.d northeast:. qun~tcr of the llautheast Q\JRt"ter; l:.hem::e We,-;t to the center of said Section 13; thencia North to the north quarter c::omer of satrJ Section 1}; thence West to !:.he oouth ... es!:. oomer of the ooutheast quarter of the southwest qunrter of Section 12, Township 21, Range 15; thence North to the northwest ccrner of said southeast quertei of the southwest quarter; thence West to the southwest cotner of the northwest quarter of the southwest qvartet of said S..iction 12; thence North to the no.thwest. comer of said Section 12; thence West to the southwest corner of the east half of the southeast quarter of Section 2, Township 21, Range 15; thence North 1700 fee.t; thence \feat 670 feet; thence North to the north line of the ,;outh half Qf .the rtorthea:1t quarter of said Section 2; thence West to the northwest corner of the south half of the Oot"theast quat"tet" of said Section 2; tl\enco North to a point 1050 feet sauth of the north lit><: of said Section Z; thence West 600 feet; thence No~th to a point 720 feet west of the northeast corner of the southeast q~rte~ of Section :34, Township 20, Har~e 15; thence tast to the cent~r of Section JS, Township 20, Range 15; thence ~orth to the center of Section 26, A - 51

iawnship ZD, Range 1S; thence East to the southeast corner of the ~st half of the southeast qun~ter of the t1ortheMt quarter of '>ll!id Section 7.6; the,'1<:e North to the nortkeast corner or said west half of the southeast qua,te, of the northeast quarter; thence East to the eagt lirn., of said Section 26; thence Ncrth to the W!>t quarter corner or Sect ion 24, Township 20, Range 15 bei.f!<J the p,illt of ooginning, e._cept Stringtown Cernsitery and except a tr11ct in the northeast quarter or the northeast quarter of Section 1, Township 21, Range 15 described as beginning at a poinl 1060.0 feet south of northea,t corner of sa1d northeast quarter; thence Wost 446. 9 feet; thence so"'th no.o feot; the:ice East 41:6.0 feet; thence North 726.2 feet to the p:ilnt or beginning. 

'r/ith respect to the following proportles, lohlch ace contained wi th.l.n the above peri:neter description, said proportloo are held by war of an ca~e.'ller:t acquired b)' way of con<le111riation and are subject to certain ri£htn of rever5ian:

The south half' of the oou~he;iot GUnrter and the µ,utheout c;unrter of tho southwest qilll,ter of Section n, To,msh:.;i :W, !!arc;ie 15. 

   !I tract ir. Section 1, Township 21, Range 15 descri.bed l.ll.l co.11mencir.g nt a point aituoted in the center of Wolf Creek about 41 reds west of the southeast corner of eai.d Section 1; thence licst on !laid section line to another point in the center of said Wolf Creek; thence down the center of said creek to the place of beginning.

The cast half of the nJrth'>'est quarter, the east half of the southwest qu~rter, the northwest quarter of the southHest quarter, the west half of the northeast quarter <1rd the norUrnast quarter of the nodheast qua rte: of Section 12, foHnGhip 2t, !!ange 1S, except that part or the north half of the northeast quarter or Section 12 lying north of Wolf Creek. The nortl'i half of the oouthwest quarter or the northeast quarter an.cl the oouthwesl: quarter of the southwr.,st quarter of the northeost q~**:irter of Section 30, Township 21 South, R,mge 16. The weat half of the northwest qua.tee of Section 29 and the southeast quarter of the northeast quarter and the southeast quarter of the southwest qua rte.- of thu northeast qu~rter of s~ct ion JO, uH in Townohip 21 1 Range 16, The north half of tho ooutheast quarte. and the south half" of the souttiwest qua::ter of Section 19, Towrn:ihip 21, Range 16 1 except a tract 16 rods X 20 ::eds for a :;chQol locate-J 'in the southeast c,;irner thereof. A - 52

Sautheallt quu rt er of Sect ion 17, Township 21, P.arige 16. Northeast quarte~ and the north half of the southeast quarter: of Se:tion 20, Township 21, Range 16. Legal description of other lands to be held as jointly owned "?roperty" ror: operation of Wolf Creek Station. The cast hnl f of the oovtheast quar:er: or Section 22, Township 20, Range 15. lhc cast half of Section 23, Township 20, Rang£! 15, The :.outh hnl f of the north half and the e!l!lt half of tha southeast quarter and the ea:;t half of the west half of the southeast ql.lllrter, all in Section 24, Township 20, Range 15, The ea3t half of the northeast quarter and the east hnlf cf the west half of the northeast quarte, and the west half of the southwest quarter of the northeast quarter, all in Secl:.lon 25, fo;,'nship 20, flange 1). The nest half of the easl half of the northeast qua.ter an<! tha cast half nf the northeest quarter of tho northeast quarter, all

  • in Section 26, Township 20, Range 15.

The east half of the southeast qua,ter of Section 34, fo,..nshlp 20, Aange 15 except the east 720 feet thereof. Tho north,.est quarter of the northeast quarter and the southwest quacte::- of thO sou~heast quarte: a,~ the northe1;1st .:;uarter of the southe;ist quarte!" i!nd the west hall' of the S'.JUtheast qJat'te~ of the southeast quarter, all in Section 36, Township 20, Rao.go 15, The wi::st half of Section )1, Township 20, Rang., 16 except the west hall' of the so1Jthwest qu<1rter of the southwest quarter. lhc northwest .quarter and the northeast quarter of the southwest quartet and the northwest quarter of the southeast quarter of Section 13, Township 21 1 Range 15, The northeast quarter of Section 14, Township 21, Range 1S except the northwest quarter of the northwest quarter of the northeast quarter, and e*cept the west HlO feet of the r.orthemit qoarter of the northwest quarter of the northeast quarter; also t.'1at part of the south half of the north hall' of the northwest quartet of said Section 14 lying east of U.S. 75 High,.-ay; als1;1 a tract ooginning at the .intersection of the east dght-of-way lim: of' U.S. 75 Hl;hway and the north li~ of the south half of the northw~st quarter of said Sectlon 14; thence East to A - 53

the east line cf saicl qUi!rter section; thence Scutn eo r-odsr trrnnce Wast 160 rods; thence Sorth ;7 rods and 12-1/2 feet; thence East to the ea.it right-of-way line of U.S. 75 Highway; tMcnce NortMrly along said right-of-way line to the p:,int of beginning; a!so a tract co,nmc~clng at the nodhwes t corner of the oouthwe;:it quarter of said Section 14; thence East 160 rods; thence South 57 tods; thence \-lust to the Neos*ho River: thence up said Rivet to a point 10 rods nouth of tho beginning; thence North to the beginning, EXCEPT land deeded for Highway pa:po5eu, all !n Section 14, Township 21, !lange 15, AND EX!XPT, the following described tr net, to wit: Begir.ning at the southwest corner of the northweut quarter of Section 14, Township 21, Range 15; thence North 37 rods and 12-1/2 feet; thence (o::it tc the W2St ri.ght-of-1my line of U.S. Highway 751 theNce Southerly a!.0<19 the ...istcrly tight-of-way line of s11i.d Highway to the Neosho River; them:e up Mid River to a p-oint 10 r;ids south of the beginning; thence North to the baginnlng, containirg 10 ac.res, more o.r les.~, thn last said b-ar:t be.inq conveyed by deed d~ted August a, 1975 to John A. Oecke_r and Delores Decker, hulllnmd and 

\'li.fe, The north half of the northwest qua,ter of Section S,           To,.;nship 21, Ral"')C  16.

The west half of the norttiwest qmnter of Section 9, Township Zt, R3rq..: 16. The e,u;;t half of th,: northwr;,st c;uarter of SecHon J{1, Toi.nahip 21, Rar,;;e 1:,,, less a tract beginning at the northwest cornei- of a.aid east half of the northwest quarter; thence South to loog Creek; thence up

  • long Creek at a low-water mark in ::i northeasterly direction to the section line; thence d~e Wost to the place of beginning.

(100) Substation No. 472 Saldwin 1 South of Salowin: A tract of land in the northwest quarter of the northwest c;uarter of Section 10, Townsl'!ip 15, Rar,;i111 20, Douglas County, Kansas, ,;!ascribed as follows; Segi,mirg at o paint on the east l.!.ne of a county i:oed ;;hlch i,; 1100 feet south of the north line and 50 feet east of the west line or the said quarter quarter section, thence left at an angle of 90° from the southerly course of a line patallel to and 50 feet east or the ws:st line of aaid q:ur.u.*tor quarter section, o distance of 10:J feel, thence right et nn ongle of 90" a distarico of 100 feet, thencu right at an angle of 90" a distanr:e cf 100 feet to the east line of said county road, thence North along the east line of aforesaid county roed to tho point of beginning. FRANKLIN COUHTY {101) Subototion No. 76 Roe~ Creek, U.S. Highway 59 South of ~: 0:immencing at a p::,int on tho section line bet..cen SectJc.ns 24 A - $4

afld 25, Township 17, Range 19, 222.75 feet east frc111 the northwest corner of said Sect.ion 25, thence South, parallel with the ..;;st line of 

$aid Sectlcn 25, 198 feet, thence East parallel witt1 the north line of said Section 25, 111 feet, thence ,'IO(th panllel *..iith the ...est. line of said Section 25, 198 feet, thence 'I/eat, on the north lin1) or said Section 25, 111 Feet to place of beginolrcJ. All in Franklin County, Kansaa.

(102) Substation No. 477 Honsor:iville, U.S. ffiohwa~ 50 East of Ransar:ivillc; A tra;t 1;1f land 100 foct by 100 feet in the 9:llJtheast corner of the oouth~ast quartet' of the oouthaast ~meter of Section 4, iownship 18, Range 18, frenklin County, Kansas, mor~ particularly deocribcd as follo;,s: !!egioninq at a point 2S feet ><est of the easl 1.ine of ssid quarter quartor section ofld 40 foot north of th11 center line of U.S. 50 Highway as now cstabl.i:ihed, thence West 100 feet along north right..of-way line of said U.S. 50 Highway, thence ttorth 100 feet, thenct: Easterly pa~allel to the north right-of-way line of U.S. 50 Highway, 100 feet to the ~st right-of-way line of a county road, thence South !llong the we:it rigflt-of-way lirie of said county road 100 feet to the i;:oint of beginning. (103) Substation ,'fo. 46 South Ottawa, North of Highway I-J5, West of U.S. Higtr.;ay 59 near Ottaw!!: Beginning on the ..-est line of the s,:,uth1<1?st quarter of the nocthw~st quirte. of Section 14, Townshlp 17 1 Range 19, in r~anklin County, Kansas, at a point 710 feet north of the south line of said quartec quarter section, thence East pa~all~l with said south line a di.stance of 490 feet, thence North parallel with the weut lir.e of said quartet' quai:ter section a distance of 425 feet, thence West pa rel le l with the south linu of said quartet qua.tel' sect ion a di stance of 490 feet to the west line of tt:e quarter <;uarter 1;1ection, thence South along said west line a disbmce of 425 feet to the point*' of beginni:ig, subject to the rights of the public for highway purpose in the -.est 40 feet cF the tract of land herein conveyed. (104) Radio TQ;.ier Site KCR 79B, E,mt of U.S. Hic;hway S9 and South of Highway 1-}5 near lane: A ~ract of land in the northenat quatter of Section 25, Township 1fl, Range 20, Franklin County, Kansas, described

,s foU01os
Beginning co .. the eost Hne of the northeast quarter of snid i;ectl.oo al: a ;xiint., 1324,6 feet so1.1th of tt)e northeast corner of sdd section, thenc:g West 466.69 feet, thence Soulh and pr;c:.l lel with the east line of said quafter section 466,69, thence East ard poraltel with the north line of said 'tract 466,69 f!iat, thence :.lo,th along east line of said quar:te,: sectian 466,69 feet to e paint or !legirming.

( 105) Substation No. 105 Sand Creel<, Northwest of Otta>1a: A t~act. of land 1CO feet by 100 feet in the ...est halF of the northwest quarter uf 'Section 23, T:lwnahip 16, Range 19, F'rankli.n Ccunt,, Kansas, doscribed as follo><s: Beginn.iog at a paint ..tlich is r,pproxi:iately JO feet south and 30 feet east of the northw~~t c0cner of sald Section 23, thence East parallel with the notth lino of said section a distance or A - 55

100 r.... t, thence South pa,..al bl 1'1ith the ..est li.ne or aaJ,d section o distance of i;Jtl feet, th enc., \\'ei;t parallel with the no;th ll.ne of s,,il.d section a distance of ,OJ feet, thence North ;,:millel with the west line of said section to the pqint of l:x:lginnlng. ALSO a tract of land in the northwest quartet of the northwest qvarte, of Section 23, To~nahip 16, Range 19, rranklln County, Kansao, d11scribed as follows: Beginning at a point 30 feet south and 1JO feet east of the n~rthwest corner of v~id Section 2J; thence ~ast, parallel 

*,1ith the no,th Una of said ooction 2}, a distance ar 25 feet: thence South, pat"&llel with the west line of said Seetian 23, a distance of 100 feet; thence West, parallel with the north line of said See:ian 2J, a distance of 25 feet, thence Noi:th, parallel with the l!eOC line of said Section ZJ, to the point of beginning,

( 106) Sobstatlon No. 4SO Wellsville, Kansas Highway :n, Wellsville~ Beginni.--..g at a point 60 feet east of the west .lino and ZS feet south of the north Hne of the northwest quarter of Section 27, Township 15, Rar<Je 21, franklLn County, i<ar.sa::. rnence South parallel '::o the west line of said quarter ooction a distance of 100 feet, thence East parallel to the north lire of said quarter section a distance of 100 feet. !hence north parallel to the west line of said quarter section a distaocc of 100 feet, thooc:e Wes"!: pai::allel to the north line of Sflid quarter section a distance of 100 feet to the ,x,int of beginni~. {Hl7) Mir.:ruwave Tower Site, Southe;;st of Williamsb*Jrg: A tract cf lard &Jsc::dbed .,.s follows: Beginning al: a !XJl.n:: in the oorthwest qvarter of Section ;n, To1,nslt.lp Ht, ,'fange 18, F,anl<Hn County, Kansas, said point. being }5 feet east of the .oost Una arid :m fMt south of the north line of said noru,,.,est qua:.-ter sect ion; thence East, parallel to said north line, a distance of 450 f<1et; thence Si:mth, pimtllel to sald we,;t li.ne,- a dist.ince of 450 feet; thence West, pa?allel to s.iid oo~th Hne, a di.starn.:u oF 450 feet; thence .'forth, parallel to said west line tn the point cf t.ugiool.ng. { 106) Microwave Tower Sito, Southenst of Ottawa: A tract or land in the northwest quarter of the northwest quaicter of 5ocHon 22, lown::ihip 17, Ra,tgc 20, Franklin County, Kansas, described as follows; Beginning on the 1<2at line of said S<!ction 22 at a point 30 feet south ol' the north litie of :laid m!dian; thence £asl parallel with am. adjoi.nirog the south right-of-way line of a certain county mad, as now established along the north side of said Seotlcn 22, a distance of 4£10 feet; thence South parallel to the >est line of said section, a distani::e of 450 feet; thence .'I/es\:. parallel to said south right-of-way line of said eou.'lty toad to a po tnt on the "1?st line of' said section i th<.!nce North to point of beginning. A - 56

JOHNSO.'! COONT't (109) Sub$lation No, n Craig, 10859 CraiQ Rend, Johnson 

~ : All Qf that part of the routhwest quartet of Sect.ion 12, Tcwnship n, r!ar.ge n, described as foHo.. s, Be~ion:i.r19 at a point ot which R. M, Peltier has set an iron bat at the southwest corner of the north half of the soutiutest quarter of said e;ection ,.t,foh iron bar is 1299.'.Vi feet no.-th ot" an fron bar set by others in the southwcat cotncr of said soction; thence North 11:99.51 feet to an iron bar set by fl, M, Peltier at the northwest comet of the south-,ost quo.-ter of soid section; thence East alot19 the centor line of said section 2.651.9~ feet to an iton ba c set by R. M. Peltier at the n<:rttheaot corner of the southwest qu&rte;- or said section; thence South i>.long the center line of sold section u distllnce of 012,6 feet to en iron bar set b:' R. M.

Peltier at the oouthe1a1st cac-ner of the north half of the southwM t que.rtor or said section; thence \ole:it al.cng t1,e south line of tho north half of the south~est ~uarter a dist<l1\ce of 2655,8} feet toe point of beginning, less tnot pnrt the~etofore conyeyed to the Atchtoon, Topeka & Sm,ta F'e Railroad. Subject to*eas-ents of rl'lcord. (110} Substation No. !H West Gardner, 18tl27 Oi.ll.ie !bad, Johnson Countv near Gardner: The north half of the southeast quartsr of' Sectiol'> n, To;;!'.ship 14, Range 22, Johnson County, Kansas EXCE:PT tne north Z7 ~ods 445,5 feel of the west 12 rods 190 feet the:eof. {111) Substation No. 47, 9S21 We$t 86th Street, Overland Park! All of lots 61, 62, 63, 89 and 89, and tha south 35 feet of vacated 6S';h Street, lying north or and oojain.ing Lot 61, nnd Lot 62, except the ...,st 110 feet thereof, also the scuth 15 feet of vacate(J SBth Street lying north of afld adjacent to Lot 6} and the west 110 feet of lot 62, all beir-0 part of the Lots 28 to 119, PJ![YFOG~t a sub-division in t.he: City of .Overlano Park, Johnson County, Kansas, according to the rccord,iti plat the:ecf. ALSO all of lots 90 and 91, of LOTS W 10 11',, Mf:'tl"CGLE:, o sub-division in Overland l'urk, Johnson County, Kansas, acootding to l:M recorded plat thereof, ALSO :ill of Lo'!:. 64, ¢l<tept the west 20 feet; all of vacated l<nox, lying east of and adjacent to said lot 64; and all that part a£ vaoat~..:f S$th Stroot, lying north of and adjacent. to said lot 64, el<oept tho wost 20 feet thereof, and except the notth }!'> feet thereof; and all that part of vacated 88th Stceet and vGcnted KOOK and lying east oF the no,therly exhns.i.oo of tho east line of said Lot 64 and west of the r.ortnerly extt:M:ion of the >1est Uno of lot 6:l except the north JS feet thereof, all in "Lots W to 119 0REYf'OOL(", a sub-division of land now in the City of Overlaf'td Park, Johnson County, Kansas, ac~ordi~g to the recorded plat thereof. (112) Substation No, 69 Hoon.light, 17508 ¥.oooliciht Road, ~ : The Northeast quarter of the northei!St quarter of the northeast qunrter of Ser:tiun 25, ro,mshlp 14, Rar.ge 22, Johnson County,

Kansas, lying south of the ri9ht-of-way of the P.tchison, Topeka and Santa re Railroad, {11)) Substation No, JB Oxford, 1451.0 Antioch, Overland 

!'.!£!:;:    Beginning at the southeast corner of the flQrth ooe-half of the northeast quacter of Section 1, To"l"lshlp 14, Range 24 1 Johnsen County, Kansas; thence nest along the south line of said north one-half to the westefly right-of-way line of Pntioch Road a distance of 20 feet; thence continuing 'Westedy along said south line a distance of 1100 feet to a ~int; thern;:e ~orth P"'rallel to the east line of s.iid north one-h<11f or cil'tance of 600 feel to a r,:>int; thence E:asl parallel to the south line of s.iid north one-t1alf a distar:ce of 670 feet to a point; thence South parallel to the east line of said north one-half a distance of l: 1.S feet to a p,oint; thence East parallel to the routh line of said north one-half' a t:istance of flJO feet to a point in the west right-of-way line of Antioch R,:,ad; thence East along the same course a distance of 20 feet to a p:>int in the east line of said north one-half; tnen::e South along the east line of said no:th one-hale a distance of 165 feet to the point of beginning; subject to easements of rncord.

(114) Substation No, 22 Switzer, 9900 \'lest 127th Street, Overland M' i\egin:,ing at the south~sl ,;;o.ne\" of the soutneast quat:ter or U,e sot,thwest quarter of Section 24, To"'1Ship 13, Range 24, Johnson County, Kansas; thence East along the south line of said a,uar~e,: quartet: S>!clLon, ~JO feet; thence No\"th and parallel with the ""'st line of said qua,tet: quarter sactlcn, 507 foot.; thence West and pzrallel with aforesaid south line to a point on the 1o.1;st lino of said quarter quart-,,:- section; thence South along said west line to the point of t:>cg.inning, except part in public road or highways. (115) Substation No. 29 Lenexa, 15730 West 9Sth Street, Lenexa: The t<CSt one:..:haH of the S-OUth;;est quarte, of the southeast quatter of Section 32, Township 12, Range 24, Johnson County, Kansas. (116} S11bstati.on No. e2. Mor Len, lS900 West 159th Street, Johnson County: The south 622.29 feet of the east 910 feet of' the oouthi,-gst. Quarter of Section B, Toi,nship 14, Range 24, Johnson County, Kansas. (1!7) Substation No, 1J Sha"l"lea, 12501 West 51st Street, ~ : A.U of Lo!:s 20, 21, 22, 2:S and 25, MEL-0-DEE t'A.NOR, a sub-division in tho City of Sha"'1ee, Johnson County, Kansas. Al~o all that pad. ,;,f the north 31J acres of the no,th ... est quart,:, of the southeast qu~rter of Section :S, To-nshlp 12, Range Z4, in .Johnson County, Karmas, lying westerly of and adJ3cent tc the westerly line of said Hel-0-0ee Maner $S S1lme is nc,w platted except that part thereor presently owned by K<1t1S6S City Power & Light Company. (11$) Substation No. 50 Kenilworth, 4609 West 90th Terrace, Overland ~ : Lot 1,' except that part of Lot 1 which lies westerly from a Hne 40 feet easteit'ly froo Md parallel tc the following described center line of Roe Avenue: Beginning .at tr..,, inteuectiol'I of the -..estcrly A - 56

extension of the north line of sa.id Let 1 with the no:th-south centec-lirw of seic Section J), said point b,,i.rl\l on the C1Jnter line of Roe Aver.ie as este.~lishej by the recorded plat of said 5omCC$et Acres Weest; thence South alon9 said center line of Section JJ .imd of floe Avenue to a po.int ..hich is 75 feet north of the cast.-west ccnte~ Una of said Section 33; thence Southeasterly along a curv~ to the left, said curve ha'Jing a radius or 500 feet, a distance of 75.24 feet to its intersection with the east-west center line of said Section J3, the last aforesaid center llne being en the south line of so.id Lot 1 1 and all of Lots 2 and 3, said lots beir~ a part of 81ook 6, S<lmerset Acres 

'l!eot, 3 :sub-division of land in t.he northeast quartet' of Sect.I.on :n, Townshi? 12, Range 25, in Joh~on County, Kansao.

ALSO Lot 4, Block 6, S01ll!erset Acres h'est, .a sub-<ti.v.is.ian in />rairle Village, Johnson County, Kar\Sas, according to the recorded plat thereo(. Subject to e.mements, resarvations, and restrictions of record, {119) Substation No, 91 Merdmr;, 1>412 Carter Averr<1e, Herd~: A tract cf land in the northeast quact<,r of the northwest quarter of Section 1}, Township 12, Range 24 in Johnson County, Kansas, described as fellows: Beginning at a point on the south line of the northeast quarter of the northwest quarter of sal.d Section, ard 5$8.15 feet west of the southeast corner of the northeast quarter of the northwest quarte.- of Section n, Tm,nshi? 12, Rar:ge 2u,

  • said po!.nt being on the west right~of-*my 1.i.ne of Crowder (Carter) !load, thence West on the south line of the northeast quarter of the northwest quarter of said Section 13 approximately 335.98 feet to the center Etie of Tu!'.'key Cr-eek, thP.nce on a n:ean&.i ring Ii ne Northwester 1)' with the cent11r line of Turkey Creek to !l point. which is 990.15 feet west and ~proximately 71.JS feet notth of the scuthenst corner of the northeast quarter of the nocth:.:est q~13rl:.et of said Section 13, therice North b a point which is 990. t.f feet west on,;l uOO feel north on a 90° angle from the south lin.i of said quarter ;;ectitln line, thence East .at A 90* angle fror.1 the last described line to a Point on the west ,ight-of-way line of Crowder (Cort cd Road, thence Southe.r:ly along the we~ t l'ight-cf-way line of Crowder {Carter) Rood to the point of beginning, ALSO a parcel of' land lying in the southeast cc~ner of Lot z:;,

ShetHeod forest, a sub-di v.ioion in the City of Her;:i&m, Johnson County, Xansas; said parcel being bound on the south by the sout~ prope,ty line cf said Lot 25; bound on the north end the Oil.$t by the existing center Hne of Turkey Creek as shown on the original plat of said Sherwood fol'est, dated and recol'ded April 9, 1947; bound on che west by the following dc3ctibed line, said describeo line havirg a true point of beginning lm:ated as follows: BcgiMing at tho no,Un<Qst corner of tot 25, Shec~ood Forest, a $ub-division in the City of HerriBm, Johnson County, Kansas; thence Scutheasterl)' along the north line of said Lot 25 a distance cf ~46.50 feet to the center line of relocated Turkey Creek; them:~ South 20* 03' SY' East along the center line of relocated A. - 59

furkey Creek a dist.ince cf 5.79 feet; thence Sciuth z9* 56' 09 East along the center line of relocated Tur\:ey Creek a distance of 164.86 fet:t; thence S01.1th )6° 2'.i' 51" East along the center line or relocated Turl<cy Creek a disb.ince of 77 .38 feet; th,mce Southeasterly along the cer.ter line of relm:atcd Turkey Creek oo a curve to the dght having a radius of 200.00 foet a distance of 43,54 feet to the south Hne ol' said Lot 2S, and true point of beginning of said cesi::ribed line; thence 8orthwesterly along the L-ent.ir line of relocate<! Turkey Creek on a curve to the left hav.it.g a radius of 200.00 feet a distance or 43,54 feet; thence North 36° 29' 51" West along the center line or relocated lurkcy Crei/k to the southerly cxtenslon oi the west property line of Karmas City Power a Light CQ(llpany; thence due Sorth aloiig the said west property line of Kansas City f'o>1er & light Company to the intereecticn of t:,e ceotee line or* existing Turkey Creek ag sho'Wn on Uw originnl plat or said Sherwood Forest ard said west property line; said intersection beir,g the terre.lr,H, of said de1:ceiboo line. (120) Substation No. 68 Roeland Park, ll702 Roe Avenue, Roeland 

 ~ : A t,act of land in the north... est quatter or Section 4, Township 12,      Range 25,      Johnson    County, Kansas,   doscribed   es fo.llows! Beginn.ing on tile north line cf the north\lest quartet' of Scclion Ii, Township 12, flange 25, at a p()int 215.B fer:,!:. west of the northeast correr of the northwest quart er of said section, thenre Sovth a distance of J50 feet, thence \iest a distimce of 350 fe,,t, thence
 ~ori:h a distance of 350 feet to the north Hne or the said nc,th,iest quortm* section, thence East ;;1.lon9 the north HM of said quarter section a distance or }50 feet to the point of begi~ning,

( 121) frans:nission Um!: o... erland ?ark

  • Merriam, 10001 West 75th Street, Overland Park: A trac~ or lao:J, 100 Fe.it in width for 161 kv Kcnilworth-Merd.,r.1 line right-of-way denccibed as folloW$: Seginning at the northeast corne~ or the 1sest llalf of the oouth,..est quarter of Section 24;* loh'nship 12, Range 24; thence South al.Oflg the cast line or
 !la1d fractional section, a distance of 150.) feet to a point on the westerly right-of-way of tho St, Louis & San franciaco Railroad; thence
  • Southwentorly filong said right-of-way to a [Xlint 100 feet west of the cast line of said fractional section; thence North parallel with the east. H.ne ol' said fractional nection to a point on the center line of 75th Street, s~id c~nter line also boing the eas;-Hest center line of Section 24, Township 12, Range 24, 100 feet west of the northeast corner of said fractional section; thence £est a distance of HiO feet to poinl of :,egim1ir,g, (122) ~ubstatlon No. 1118 Roi! fer~inal, 4704 Fontana, !!odond
 ~ : The ell-st half" of !..ots 1 and 2 of Seer's ihird Acdition in the northeasl quad:ec of Secticn t.i, To,<nshi;, 12, Range is, Johnson Cnvnty, Kansas.

(12}) Substation Na. 41 Olathe, lJ!ith Street and Bleck Bob Road, 

 ~:           The* southeast i,uarter of the soulh1<est quarter of the P. - 60

southwest qua rt e-c- of Section 28, fowr.shjp U, ?.ani:;e 24, in Johoson County, Kaootis, subject to a hic;h .. ay easement over the south 60 feet thereof. ill.SO the nortnnst quarter of the southwest <;U!lcter of tho southwest quarter of Section 28, fown1:1hip 13, Range 21,, in Johnson County, Kansas. ( 124} Ser1rice Cent or Johnson Countv, 8730 N.i.e:!1<1!1 Road, Overland f'ark: AH of lots 7 and a, SU~SET Hill, a sub-division of land in Joh:\Son County, Kansas, except the we:it 100 feet thereof (but includirg

  • the rit;ht-or-way r"served by parties of the tirst pnrt in the de1/;d by "hich said west 101) foet was conveyed by them to L. :md H., !nc., on Jat"Oa~y 2S, 19$9, as ~pea.-s in said c!eeo filed f"ebt'uary 2, 1959, cs lnstrumcnt No. 56S760 in the Office or the Registec of Ceeds of Johnson County, l<af'.sas, ard there recotded in Sook 437 of Oeeco at Page ~87) and except that port.ion of said real !!State describe,! as beginr,ing at tho southeast corner of said Lot 7 (said point being on the emit line of the northwest cuarter of Section 3S, Township 12, Range 24, and in NJ.ernan Road); thence North 150 t'eet; thence liest 2:10 feet; thenc,i, South 150 feet to the soulh line of said Lot '1; thence (l:!1it along 1iaid south line to the point of beginning. Said real estat~ is further subject to the right-of-.,,w cf' tha w~t ,'lalr of Nieman Road {being the east 25 feet of snid Lots 7 an.d Sl and is Gubject to the high,.ay right-of-way conderrned by K"1rG:1S State Highway Co~r.tission, described as beginning nt tile nortn,iest eorn<1~ of said Lot S; th!!!lCe South along the west Hne of said lot 65 feet; thence Northeasterly to a point on the north line of said lot 200 feet e;ist of the place of beginning; thence \fest 200 feet along said north line to the place of beginning.

ALSO a patt of Lot 7, Si.lKSET HllL, a sub-division of lar.:l in the northeast i;imrter of noethwest quorter of Section 3>, Township 12, Ra.-.;e 24, Johnson County, Kansas, de$cribed a~ follows: Seginning at *a point on the cast line or soid qunrter quacter Section J5, said point being the southeast corner of said Lot 7, thence Sorth l$0 feet, thence West 290 feet, thence South 150 feet, thence East al.ong the ,;outh line of Lot 7, to the i:aint ot ~eginniog, subject to the right-0f-way of the west half of Nit:'tt1an Road, bein<J the east 2$ feet of said Lot 7. (125) Substation No. 16 StHh1el!, 191st Street East or Metcalf.1. Johnson County: The southeast quarhr of Seel: fon }2, Township 14, flan:_;1a< 25, in Jah11Son County, Kansas, except the northeast quai:ter of the southc:ist quarter of Section n, Township H*, ilango 2$. ( 126) ~Ub!Jtnticn No. 12 Brool<ridge, 10001 West 10Jrd Street, Overland Pa~k: A ti:act or land in the north half of the northwast quarter of Section 12, Townshl? 1J, Range '..?4, <!esci-itrnd as follows: Beginning on the south line or 103rd Stceet (old R/W) (~snow estatilishec!) at a point which is 112 feet east of the ~est line of the northeist qul).rter of the northwest quarter of said Sc::t1oo 12, thence A - 61

Sculh, panllel w.i.th Lim ...est !ine of said quarter qu(lrter section a dist<;1nce of 500 feet, thence West st. an ar191', of 90* to the right f,o:n the last descdhed course a distance or 400 feet, thence North at Sr'! arqle of 90" to the right frcm the last described course to the s-nth HM of said 103rd Street, th,;;:nce E:.ist along the :;out;, line of aforesaid 103nl Street to the point of beginning, all in Johnson Ccunty 1 i<anon!l. (1Z7) Substation No. 9:S, Greenwood, 6!ith ord Lackm;:in Road, 

~ : Beginning at o point 20 foct c.!lot of the narthwe,.it comer of the sou thwcst quarter or the i-.orthwest quarter of Sccticn 16, Town!.hip 12, Range 'l4, in Jonnson County, Korea.s; thence South 16° 16' East 125,7 feet, thence South 5' 38' East, 317.8 feet; thence North sa* 01' East 428.6 feet; thence South B1' 17' £aflt to the east line of saici west half of the southwest qua.tel' of t.he r.orthwest quarter, thence North 02° 28' \>i'est, to the r.orth lina of the northwest quarter of the soutlwest quarter of the northwest quarter of said 5ed k.n 16, thenc:o West to point of beginniro;i, of said Section 16, EXC£PT for an e<1scr.,cnt reserved in granters b the north 2S firnt of the ><est half or the north half of the southwest quarter of lhe northwest c;uart,ir of Section 16, Township 12, Raoge 24, Johnson County, Kansas, for irqres5 om L'gress, ..nich said easement shall be subject to the tight of the grantee to locate its poles .ind wires 11cro,;s said strip or lond 1l:1d to the fu,ther eight of the grantee to dedicate s<'fl\e for: a pub.lie dght-of-.,<1y,

( i28) Suhst.ilhn No. 101 Stimlev, 159th St,eet af1C U.S. Highway 69, Over land Park: A tract or land 100 feet by 100 feet described as folln1<s: Beginning at a i:oint 4SO feet WJSt or the east line aid 20 feel north of the souLh li nu of the southeast quertec or Section 7, ro ..m;t,jp 14, Range 25, Johnson CCJunty, i:arm8s, thence Notth mo feet parallel wH.h east line of said sauthcas: qua~lttr section, then::o West 100 feel p~rallel with the south line of said south!!aSt qu11:ter section, thence South 100 feet, thence East 100 feet to point of begi:ming. (129) Substation No. 106 E:d9oton 1 U.S. Highway 56, H'est of Edgeton: A tract or land described oo conmendng at the rorH,east corner uf Section 12, Township 15, Rnnge 7.1, in Johnson Cnunly, Karisa~; thence West on the section line 270.20 feet; thence South 45 feet at an '.Ingle of 90" 21' to the stluth dqht-or'-,my line of U.S. Highway No. 56, beirg t.he point of' beginni~ of' the tract of land herdn co:w;'!yed; thence South 100 feet; thence Wes!: 100 feet; thMce tJorth too feet to the 0011th riqht--0f-way line of U.S. ili9hway No. 56; thence East 100 feet along said right-of-way to the p:iint of beginoir,:;, ( 130) Sutistntion No, 37 Ciordne,, Srn,th of Hfohwey 56, West of ~; o\. tnct of land in the southwest qunrter of Section 26, Township 14, _Range 22, Johnson County, Kansas, described as follo,.,.s: Beginning at the notlheas t corner of the SDuthwest quarter of Section 26, Township 14, Range 22, Johnson County, kansas; thence South alo11g the east line cf said quutl!r section to the northerly A - 62

right-of-w;iy lirn: of the A, i. and S.F. Roiltoad COll'.pany, as presently located; thenc:,i Southwesterly along said railroad r:ight--of-way tQ the wcat line of s<1id southwest quarter; thence North along said west line of said oec:t ion to the point of intersecl.ion with the southwesterly right-of-way line of A.T. and S.f. Railroad, O!l presently located; them,e Northeasterly along said railroGd tight-of-wey line to the north line of the !)Outhwest quarter of said Sed:ion 26; thence East along sai.d nortt1 line of the southwest quarter to the point of beginni~. LINN COOlfrY ( n1) Suostution No. 99 La Cl:9nC, 1 Mile l:o::t.h of Highway 1:>5, la Cygne: A. had of land described as followo: Beginning on the north line of th':! northeast quarter of the northwest quarter of Section J4, Township 19, !la119e 24, in Linn County, Kansas, at a point 1A, feet wust of the east line of said qua,ler quorter section, thence South pa~al.lel with the said east line, n distance of 100 feet, th,:nce East parallel with the north line of said qua;ter quo ct er 1,-.::ct ion, a dishnce of 100 foet to a point on the west line of a poblic road, then~e No['th along said road a dli,t.ance of 100 feet to a point on the no:th line of said quarte,- qu~rter sedion, thence West to the point of be9ir.ni.ng. (1>2) Substation r-lo, 107 K:>Hy Street, 509 East 9th Street, Pleasanton: Tne south SO feet of Lotij 9, 10, 11 and 12, l'.llock 6.S, in the City of Pleassnton, Linn County, Kan.sa.~, according to the ~ecorded pfol: WlU:Caf, (13J) Substation No. l.71 Packer, 2 Miles Wost of' Coomus: i\ tract of land located in the norttr11ost quarter ,>f Sect ion 1, fownohip 20, Raf")e 22, or the 6th princlpal. rr.eddi.an dE<scribed as follows: Beginning at a point 50, 7 feet south and )0 feet east of the norU11<est ccrnel' of Section 1, thence £ast 100 feet, thence So:r.ith 100 fee!;., thence West 100 feet, thence North 100 feet to tne P<)int 1;1f beginning. (134) Substation ~o. Jj Center Stree~, 4th at-d Center Street, Pleasanton: Lots 1 and 2, Block 109, City of Pleasanton, Linn County, Karo as. ( 1J5) Subst;1tlon No. 1!J8 Ccnterv.ilJe, West of Centerv.U.l~: A trad of land located in the east half of the southeast qua~ter of Section 13, Towr.ship 21, Rar_ge 21, Linn County, Knrsas, described a.,; follows: Seginning on the north line of the ea.~t half of the southeast quarter cf Section 1}, Township 21, Range 2i, linn County, Kansas, at a point :no Feet .iest of the east line of oaid hr,,tf quarter sect ton, thence West along the noi:th line of said halt quart1atr section, a distance or 660 feet, thence South. at right angles to the north line of s:.ld half quarter section o cistence ;f }70 feet, thence Cast p,mdlel to the north line cf said half quarter ciectlon a distance or 660 feet, thence North to the place of begi.ooing, Subject to a pul>lic rood along the north 40 feet 1;1f the above described ttact of la!ld. J\ - 63

(1>6} La Cygne Ste;;m Oe:::ti-lc Gcneratin.1 Statinn ar.:J la:0:e, Linn and Mi.mi Countfr;:;, East of La CY<Jne, An l)fldi,vided cne-nrur intece,;t in and to lM followi...; t!escribd teal sstate subjec:t to that certain Ap:-il 15', 1971, o ...nership Ag:-eenent between Kansas City Pewee ! light Co:pa,1y and Kansas Gas and Electric Company !"ecorded at the Offices of the Registers of Cteeds in Unn af>ll Miami Counties at Boo\: N<i. HS-20, Pa~e 167 and Book 233, Page 77, respectively: Beginning at the northwest corner of fractional Section 2, Townshlp 20, Range 25, Linn County, Kansas, thence North 87° ri2' 44" East a di stanco of 984 feet, thence South 2* 17' 16" East a distance of 48 fMt, thenc,,i South 69* sz* 44 West, thence South 49* 05' 14" West to a point in tre east line of Section }, Township 20, Range 25, >1hich point is 4SS feet south of the northeast cor<1er of said Sect ion J ( and 45S feet south of the northwest corner of sold r~~ctional Section 2), mcoourcd ~long the east line of _said S!)CU.on 3, th,mce Southerly al.cr:g the ca:it line of S1lid Sect ion J to the southeast cornr.r of the norl:.heost qvarter of said Section 3, thoncc 'r/E:!$tc:-ly along the south line of tne r.orthc::ist qvatter of said Section J to the notthcast corner of :ho southwest quarter of said Section J, thonce Southerly along l.:he c-.:st line of the southwest quarter of said Section J to a point ...tiich is 2 rods north, r.1e,3sured alcm; said east line of the southwest quar~cr of said Section J, of the south lino or the northeast quarter of the oouthweot quartet of said Sectlon 3 1 thence Westerly parallel *,dth tho south liM of said northeast quarter cf the southwest quarter of Section J, o. distance of 2Z rot!s, thence Southe.-ly l)i!lrallei with tho cast line of the northeast quarter of the oouttl\-lest r;uorter of ,iaid 5ecl: ion J; a distance of 2 rods, thence Westerly along the lltluth line of the north haU of the wuthwcst quarter of said Section 3 to the cast line of Section 4, rownahip 20, Range 25, thence Southerly along the east li~e of Section 4 to the southeast cornc: or said Section 4, thence Westerly along the sout.h line of said SecHor, 4 to the "est Jinc, of the southe,;s~ qu-a:t:r of the $CUth><est quarte, of sal:l Section 4, ~hence Northerly alon;i the ,,.,_.,,l line of the sautheas~ :;uatter of the soutnwest quarter of s.iid Section 4 to the southeast earner of the northwest quarte~ of tll!l southwest quarter of s.tid Section 4, thenre Westerly along the soutr> line of the northwest qwu:ter of the souU1west quor-tc:r of !Pli.d Sectior1 4 to the f,ast line of Sect:lon 5, Towrollip ,O, Range 25, and continving ~esterly .alcn9 the south line of the northeast quarter of the southeast quarter of said Section 5 to the west lino of the northeast quarter of the ::outheast quart er of said Section 5, thence Northerly along tho west lint: of the no~theast quarter of tne ,;outheast quartet of said Section 5 to tho south line of the northeaat quarter of said SectiM S, th,mce Westerly a.long the ,;,;iuth line of the northeast quarter of Section 5 to the west line of the northeast qua,ter of said Section 5, thence. Northerly along the "e5ter-ly line of' the northeast quarter of said Section 5 to the southerly line of the northeast quarter of the northwest quarter of said S<?ction 5; thence 'nesterly alon9 the south l.ine of the northeast quutoc of the northwest quarter of Section S tc, the west line of the r.ortheast qunrte, of the llorthwest quarter of sale Section 5, thence Northerly along tho west line of the 

                                     ,, - 64

1:orthea:.>t c:uarte: of the north..*est quarter of Section 5 t<> the south line of Section JZ, fownship 19, Range 25, thence ifos';ecl.y along the south line of sai,j Section }2 to a point ><hie~ is 4S. }Z rods east of the *,.;est line of said Section 32, m,i:i3ured along the sou:h line of said Section 32, thence /.lorthe:ly parallel with tho west line of said Section 32, a distance of 1,000 feet, thence We-Jtcrly parallel with the south line of said Sect.ion ;2 to the west line of said Section )2, thence Northedy along the west line of Sect ion 32 to the southw11st cotne, of Section 29, Township 19, Range 25, aro contiroing northerly along the west line of said Sect ion 29 to t.he north line of the south half of the sou th..es t quarter of said Section 29, thence Easterly along the north line of the south half of tile SC!uthwest quarte:: cf Section 29 to the north-south center line of Section 29, thence Nortt,edy along the north-south center llne of Section 29, to the south line of Section 20, icwnship 19, Rangu 25, and continuing northerly along tho n.:1tth~south center line of said .Section 20 to the southeast comer of the northwest quarter of said Section 20, thence Westerly along the south line of' the ;io,thwest quart el' of Sect ion 20 to the west line of the northwest i;uucer of said St1ctlon 20, thence Northedy along the wer.t line of the northwest quarter of said SectJon 20 to a point which is 330 feet Gou th of the northwest corner of the notttwest:" c,uacter of said Sec;.icn 20, n:easut-ed along the westerly line of said northwest qva~ter of section ZO, thence Westerly parallel with the north line oi the notthea$t quarter of the northeast quart"r of Section 19 1 Ta+.'Mhip 19, Range 25, a dlstan:::e of 200 feet, thooce Nartlu:dy* pomllcl '"ith the east lioo of the northeast quarter of the northeast quacter of Section 19 to a Point in the north line ol'

  • said Sect ion 19 (all of the t'o,e1:t1:.nq bt>ing in L.iflrl County, Kansas), said point o.lso being in the south li r.e of Section 18, Township 19, Range 25, Miami County, KD=isas, tl'\ence Northedy with the east line of the southeast quarter of said Section 16, a distance or 270 feet, thence Nor~herly to a paint which is 5;0 feet north of tt.e southerly line, ard 95 feet west of the easterly line, of the southeast quart er of the ooutheas t quarter or said Section 18, thence Easterly parallel with the south line of the southeast quart er of the 50utheitst quart er of s,iid Section 16, a di.sl;:ance or 95 fi;et to the east li.ne of the southeast quarter of the southeost quarter of said Section lS, and contiriuing easter!y parallel

~ith the south line of Section 17, Town.ship 19, Ran,ge 25 1 a distance of

25 feet, thont
t: No~therly parallel with the west line of said Sect ion 17, a di.stance of 905 feet, thence Eant.c::ly parallel with the south line Df sa.id Section 17, a distance of 390 feet, thence Sa,Jtheasterly to a point which is 560 feet no.th of the south line, ar.<t 155 feet "e"t of the cast line, of the west:. half <if :he southwe,;t quarter of said Scction 17, thencu Easterly pai-allel with the south llne of said Section 17 to a p-0int in the west line or the e;i,;t half of the southwest quarter of said Sect ion 17, thenC!: Northerly along the west line of the cast trnlf of the oovthwest qlJ.arte, or Section 17, to the north line of the wuth half of r,aid Sect ion 17, thence Easterly alang the (!or-ti', line of the south half of Section 1i ta a point which is 77 rods west of the east line of the south>/el,t qua;ter of' the A - 6$

no,thea,it c;m,rtcr of Sect ion 17 (r.:ensLJ,ed alon!) the notlh line of the so-Jth half of said Section 17), thence Northerly a distance of 16.J15 rods, thencl! Eastetly a distance uf 7,267 rods, thence North 58° 49' J9.8" East, a dist~nce of 81.5 rods to a point ln the west line of the southeast quarter of lhe northeast quarter of said Section 17, which point ls 58.5 rods north of the S1Jutheast corner of the scuth~est qu.irter of the northeast quort2r of said Section 17, measured along the west line of the southeast (,uarter of the northe..st c;uarter of said Se~t .ion 17, thence Northerly along the west line of tho southeast quarters of the narthe.ist quarter of said Section 17 to the. north line of the southeast quarter of the northeast quarter of said Section 17, thence Easterly along the north line of the scuthea$ t quarter of the no;thea,;t quarter of said Section 17 to the west Hne of Section 16, fo1,1nship 19, Range 2$, thence Northerly alirng the wellt line of said Section 16 to the south line Qf Section 9, To,msh!p 19, Range 25, or.<! conU.noil'l<) Northerly along the .. est line of sui.d Section 9 to a point which is 26 rods south of the nottheast corner of the $0Utheost ~uarter of the sautheast quor~er cf Sec:ti.on S, TowMhip 19, Range 25, thence Westc:t'ly 15 rods, th1mce N::rrth }4° 41' 45" West, a distance of Jl.619 rods to a p:,id in the scuth line of the narthe~t quarter of the southeast quarter of said Section S, which point is 3J tods west of the sootheast cocner of the 11<Jrthoost i;uarter of the southeast quarter of said Section e, me11sured along the south line of said qu,1rter quorter-section, thenc,:, lfostet"ly along the 50uth line of the northeast quartor of the southeast quarter of said Section 8 ta the west line of the northeast quarster of the southeast qua:ter of said Section B, thenC"e Northerly along the west line of the northeast qLJarter or the southeast qu6rter of ml.id Section e to the southwest t:arm:r of the southeost q\1;,rter af the nocl:ht<a,;t quar:er of e;;iid Section 8, and conU111Jing along the west line of said scutheasl:. quart.er of the nclttheailt quarler of Seetion 9 ta the wuth line of the northwest quarter of the northeast qtJatl:.er of Sl'lid Section B, thence '<lwterly <\long th" '3Q,ith line of ~he northwest quarter of tte northeast quarter of ,;aid Section a and contiruing along the S-OuH, line of the north half of the northwest quarter of Sect fon 8 to the we1,t line of" said SecUoo 'ii, thence Northerly along the west line of Section 8 to the southwest. corner of Sect.ion 5, Township 19, flan,;;e 25, al'd continuing northerly along the west line of Section 5 to the north liP~ of the south half of the south half of the southweot quarter of the sauthwest quarter of said Section S, thence Easterly along the north line of the south ha.l f of the south half of the southwest quarter of the southwest quarter of Section 5 to a point 1<hich is 20 rods west of the east line of tho southwest qua,ter of tho southwest ,;uartor of said Section 5, measured aJ.ong the north line of the s;:iuth haH of the routt> half of the southwest quarter of the southwest quarter of sai(l Section 5, thence Northerly parallel with the east line of the southwest quartet of the southwest quarter of said Section 5, a distance of 40 rods, thence testerly pai;-alle 1 with the eouth line of the southw~st qua::-ter of the sau~hwest quarter cf said Section 5, a distance of 20 roes to the w~t line of the southeast qua rte,; of th& south,.eot quart ec- of 1;aid A - 66

Section 5, thence Northerly along the weflt line of the s;iutheast quarter of the southwest quarter of said Sect :.on 5, nr.d contiruir,g s1long the west line of the no"C'theruit c;usrter of' the routti..est 11uarter of said Sec:tion :; to the north lir.e of the south 5 acres of the northeast 1:1uarter of the southwest quarter of soid Section 5, \:hence [as~erly along the north line of the south 5 acrt>.s of the no,theast quarter of the southwest quarter of said Section S to the west line of l;he southea:;t quarter of said Section :;, thence NorthHly along the west line of the ooutheast quarter of Section 5 to the northwest corner of said southeast ~uarter of Section 5, thence easterly along the north line or th.i southeust quurter of Sect ion 5 to the east line of said Section S, theoce Southerly 3lnng the eest line of Section S to the north line of Section 9 1 fo,m,ihip 19, Range 25, thence E:astedy along the north line of said Sect ion 9 lo the s:Juthwest corner of the i;out~eiJst quui-ter of the south..est quarter of Sect.ion 4, To>o1nship 19, f!ar.,ge 25, thl}nce No.rth t,.* o* E:ast 135 rods, thenc~ No:-th 2i;* DD' [l;lst 58.5 rods, theni::e North 79° 00' Eest 93 rods, thence North 2$.4J rods, thence East 60.'.H rods, thence South 1'.19 rods, thence South )6° 00' West 66 rod1,, thooclll \oiest 28.5 rodti, thence South 44.5' rods, thence West };.5 rods, thence Scuth 25.18 rods, thence South 49* 00' fast Jti.t,a rods, theni;e South 26° 00' West $4 rods to a point in the north ll.oe of said Section 9, thence Easterly along the north 'line of said section 9 to the east line of tt)c west half of the t>ottheast qu::irter of said Sect ion 9, th2nC1? Southerly a.long the east lino of the west half of the nottheact quarter of said Section 9 to the uouth line of the west half of the no~thcast qvoctcr of said Section 9 1 thence Westerly a.long the south line of the west half cf the northeast quarter of said Section 9, to the notth-3outh cente~ line of s.:.id Section 9, thence Southel'ly along the north-south center line of said Section 9 to the north line of Section 16, l'o,mship 19, Range 2$, and ccntimilng along the north-south center line of s~id Section 16 to the northwest cornet of the wll$t half of the southeaat c;uorter of said si:,ct ion 16, thence E:a.stes:ly along the north line of ti'te wast ha.l f of the southeast quarter of said Sect ion 16 to the northeast corner of the west half of the s.Jutheast quarter of said Section t6 1 thence SCKJtherly along the u;;st line of thi, west half of the southeast. quarter of said Section 16 to thi, north line of Section 21, Township 19, Range 25, Unn County, thence Easlerly along the north line of said Se~tion 21 to the east line thereof, !;hence Southerly along tho east line of said Section 21 to the south lino of the northeast quarter of said Section 21, thence Westerly along the south. Hoe of the northeast quarter of Section 21 to the east line of the west half of !:he southeas;I;; quarter of said s.. ction 21 1 thence Southerly al,on9 t;he east line of the west half of the southe,..st qearter of said Sect ion 21 to the no,th line of lhe OO>Jth 10 at:res of the east half of the oouthea1,t qu~rter of said Section 21, thence fasterly along the north line of the south 10 acres of the east half :if the !;Outh,;:ost quarter of sa.id Section 21 to the east line of said Section 21, thenct! South alon9 the east line. of sai<l Sect ion 21 to the northwest corner of Section Z1, Township 19, Range 25, then~ Easterly along the ncrtl'i llne of said A - 67

Section 27 to the east line or said Sectioo 27, thence Southerly along the east H ne of sai.d Sect Lm 27 to the nortll'..,mt cor;.cr of fractional Section 35, ,ownship 19, Range 2S, thence l:astedy along the north line of said frnctl0'1al Section J5 to the east line thereof, saLd line beir,g the same ;;s the common Kall(las-Hissourl state lin<l, the."lce SotJt.hed.y along the east line of s.1id fractional Section JS to the south line of the north half of irnid fractional Section JS, thence Westerly along the south line of the north half of fractional Section 35 to the ea!lt line of Section 34, Township 19, Range 25, thence Southe~ly along the east 

.line; of :;a!d ~ecticn ;f~ to the point of beginning, exccRt, (a) ?.-2iJ acres irou o:: less in the east ;4.68 rode in the soutltwe::it quurte: of the soutt'i,,.est quarter of Sect.ion 32, Townohip 19, Rongo 25, used as n cerr.e:ery arrl an access road to sai<l cemetery, and (bl easements and dt;hts-o f -way of record, if :my.

ALSO *au that land in Linn County, Kansoo, <i!sc:riboo as follo><s: Beginning at the northeast corner of the southeast quarter of the northwesl quarter of Section 5, Township zo, flange 25 1 ;hence 

'i!este:-ly along the north line of said S<iutheast quattet of the northwest qu:i::ter, a distonce of 35 feet, thence South!?R5terly to a point 30 feet south of the northeast corner of said ssuthcast quarter of the northwest quarter, thence No~therly to point of heginnir.g, ALSO all       that .land in Miami County, Kaooas, described as follows: !legiiming at a point that is 429 feet oouth of tile r.ortheast corne: of southeast quarter of the southeast quarter of Section 6, Township 19, ilar.ge 25, thence West a diotanec of 67 feet; thence in a 5wthcasterly oii:ecticn to a point that is 25 feet ~est of \ne east line aru:l 557 .i.>S feet north or the south line of said Se::tion 8; thence East 25 fei?t tel the east line of said Sect ion a; tilence North to tho point of begir.ning.

ALSO all that land in Linn County, K11nsas, dcseri!:led es follows: frcn the northeast corner of the northwest quarter of northwest quaete::- of Section 5, Township 20, Range 25, proceed ~est along the north line

  • of said northwest quarter of northwe:it quarter for a distance or 175 feet; thence Southeasterly to a point -~1 feet 50uth of the northeast come~ of the notthwest q*Jarter of northwest quorter; thcnC!l 'sorth along the east property line to the point of origin, il.LSO a tract of land in the west half of Sec:tion HJ, Townshio 20, Range 24, Linn County, Kansas, described as follows: Beginning a: the intersection of the ca!lt-west center line of snid Se:tion 10 with the center line of the rtght-of-way of the St. Louis, San Francisco Railway Coll',pany, than:::e Northwesterly along the cenhr line of said rail1'<ay right-or-way a*distence of 651.65 feet to a point, said point ls hereby designated and hereiniirter* referred to as Point "A", tr.once Southwes ttrly at an Sl'lgle of 90' left to the laft fron, the last described course to a point in the center line of the Harais Des Cygnes River, said point is hereby designated aNI hereinaftllt tefet~ed to a'3 A - 68

Point "El", thence Southerly .:1la11,9 ttw center lino or oaid lforai.a Oes Cyc;nes itive r to a pOint ,,filch is }00 feet southeos tedy from a limi drown between Pointe "A" and "B" ccferrcd to ooove, as ~asured at a right an;1le, thence Northeasterly along a line parallel with a line drawn between Point!l "A" and "8" referred to above to a poi.nt whkh is 100 feet southwesterly from the southwesterly line of the right-of-way of Gei.d St. Louis, San francisco Railway Company ao measured at a tight angle-, thcncll Sout!leastedy along a Hne wh.!ch fa 100 feet southwesterly of and parallel with the scuthweGtcrly line of the right-of-way of said St. loois, San francisco Rail1<ay Ca1:1pany a distanr.e of li'27 .6S feet, thence Noi:theasterly at an angle of 90° to the right to thi;, i:eriter Hoe of the tight--of-1<ay of the St. Louis, San francisco Railway Campany, th.,nce Notthwesterly ta a paint . of beginning, except any part of the ab:no lying southerly of a county ro.1d located near the southerly portion of the ;;,hove described tract of land, 1Jn4 subject to the dght-of-way of the SL l.ouis, San F'tancisco Ratlw.,y Ccr,pany. (137) Substation /lo. 479 Hound City, 4th and Stallc:uo, Hound City: Eloginr,ing on the center line of Stallcup fload, .:JS now estaolisht.>d, said point beir~ 469.5~ feet north of the cente, of Section 7, Towr~hip 22, fla~e 24, Linn County, Kansas; thence £est alonq said center line of Stalkup Road a distance of 1047.4 feet to the intersection of the cente~ liM of 4th Str.,et, as now 1.-stablishmi, said intersection beir1g the true point of h!!ginning of the tract of land to be hocoin described; thence left al an angl;i of 85° 3)' fror,. the easterly cout'se of lhe cenle. line 1;1f Stallcup Road a dislancu of 447 feet; th,mc:e lefl at an angle of 90~ Fram the last oosciribec course a di.stance of 40 feet; thence left at an angle af J7° JO' from the l~st d;sc,ibed course a distance of 118 .6 feet; thence right at an angle of 11:1* 30' from the l.!St described course a distance of 140 feel; thence left at an angle of )9° fr001 tho lost described course a distarn:u or 184. S foet; thence left at an ar,gl" of 12* from the last ooacdbed cautoe o distance of 62 feet; thence right at an angle of 21* from the last rilscribed course a distance of 1)4 feet; thence left at an angle of 42° frcm the last 4esc:ribecl course a distance of 52.5 fee~ to the center lirB of Stallcup Road; thence left at an angle of 94* 15' 30" froci the last o,;::icdb!ld course a distonce of 4$0 feet to the true point of ooginnir,g, subjed tc puhlic roads of record, (138) H,~adquarters Pleasanton, 11th orrl 'rlalnut, Pleasanton~ Lots 4, S and 6 in Block 1Bll, of the City of Pleasanton, Linn County, Knn.-;as, according l;:Q the cecorded plat thereof, Subject to easements, covenants, reservations and restrictions of record. ( 139) Headquarters and Office La Cygoe, 2nd and Ma~l<et I La C>:;gne: All or lots 6 1 7, 6, 9 arid 10, lllccl: 12, in the City of La Cygne, Kart,as, according to the recorded plat thereof. ii - 69

ALSO all of Lots 1, 2, 3, II, 5 and 10 1 Block 1), ir, the City of la Cygne, Kamas, accordiN.J to the recotdcd pfot thereof, all in Linn C:ount:.y, Kar.s as. ALSO all that part ot vacated Second Street, boun~d by the west line of Block 12 :and east line of Slack 13, south of the oouth llne of .Matkct Street and north of the north line ol' Vine Street as said blocks

aod streets are shown on the plat and dcdketion of the City of Lo Cygne, I.inn Cour1ty 1 Kansas.

{ 140} Future Subs t:.ation No, 471 f'atkc r, 2 HU co North of Centerville~ A tract of land beir,g a part of Lot 4 1 in the ncrthwest Q1Jartcr of Sectioi1 4, 1ow:iship 21, Range 22, Unn County, Kansas, described ~s follows: Beginning at the northwest co~ner of said Lot 4 of the north,,imt quarter of Section 4 ( said ;::,o,int al:.o beir,g the northwest corner of tM northwss t quarter of said Sect ion 4); thence 

!:as t a!ong the north line of said Lot I. a c!ista:ice of 2SO feet, thence South pa~alld with the, wu1t line of :rnid lot 4 a di stance* or 2SO feet*

tMnce West parallel )olith the north line of said Lot Ii. a distance of 250 feet to a ~int on the west line of said Lot 4, thence North along the west line of :mid Lot 4 to the northwest corner of seid L;;t 4 in the northwest quarter of said Section 4, exclusive of any public roads, in Linn County, Konsm:;. HIAXI COONTY ( 141) Substation No, 77 Spring flid(lC, 1 Hile South of Paola: .1, trnct of land located io the nod.hea"'t quarter of.the northeast quartet or Sect icn 24, Township 17, Range 21, Miami

  • Covnty, Kansas, described as follows: B~.innir.g nt a point ...tlkh is 662 feet south of' the north qne of lh" northeast quarter of said Section '24 and JO feet ...isl of tr.e e<Jst line of said quacter quarter se,r;t.ion, thence South parallel with the em;t line of said quarter quarl:P.r section a distance of 100 feet, thence dght at on angle of 91° 2$' t"ram the last oescdbed course a distanee of 100 feet, then,;e North parallel wlth the east line of said QUllt~er qimrter section a dist=c-e of 100 feet, thence East to the point of t,,;ginning.

{142) Suhstntioo '.'<o. S5 Paola & Microwave, cm U.S. Highwa;* 169, 1 Hile West. of Paola: Beginning at a point 1114.J feet west ai'"d 9S.O feet south of the northenat corner of Secticn J1, Township 17, Rilni:;e 23, thence Southwcstel'ly parallel to the H.K.& T. Rall road a distance cf 609.1 feet, thence Enst S04.9 feet, thence North 6GU feet, thence West 400 feet to place or beginning. ALSO a tract of land in tho northeast quarter of Section 31, Township 17, Range V, l'.iami County, Kansao, r.ore particulai:ly described as follows: Beginning on the east lin~ of said quarter section at a* ooint 95 feet south of the north line of said quarter section, _thence West _parallel with said notth line a distance of 714,J A - 70

feet to the ~ast pcoperty lina of a ttact of lafld ownro bt Kamas City Powilr & Light Company, tilence South along Mid prnpcrty line a distance of 600 ftlet, thence (ast a distance of ?14.3 feet to the east line of seid quarte: section, thence North along said section line to the point of beginning. ALSO a tract of lafld lying !!IOuth of a~ adjacent to thn SO!ftherly dghl.-of~w3J1 line of U.S. Highway 169 as now ~toolished, IDOre particularly Oesc:dbed as follows: Beginni'"'J on the east li.ne of th!! no:thea$t quarter of Section 31, Township 17, fhmge 23, Miami County, Kimsas, at a point 9.$ f"eet south of the north line of said qu1.11:-tel' ser::tl.an, thence Nortti aim19 ~aid east line a distance of )$ feet to the southel"ly tight-of-,.*ay line of U.S. Highway 169 as rn:w established. thence "1't!llt aloog said dght..of-w,iy line a distance of 50L7 feet, thenc*.i South parallel with the eest line of said qua,ter section a distance of 35 feet, thence East parallel with said ri;ht-of-way line to the point of beginning, (143} Substation No. 14 flrel(el Cornets. U.S. Hiqnway 69 and Drexel RQod, Drexel: 8egir,r\ing at a point on the north line of Section 19, fownship lo, Ror.ge 25, Miami County, Kan!nls, said point being 127 feet we5t of the northeast cornBr of said Section 19; then~ liest aleng the na;-th line of said Sect.ion 19, a distance of 244.2 feet; thenc,;: South HS feet to the northerly right-of-way line or U.S. Highway No. 69; thence in a Northcaoterly diroction a.J.onq the no~thcrly and westerly right-of-way Hnc of se!.d U.S. High1<ay No. 69 a distance of 40S feet to tne point of beginning. (144) Sunstation No. 102 OYcrpass, Pearl A11enue :md 'rlallece Parl< Ddvc, Paola: lot I, Block 6, in /\ngicr':i Acdition to the tity of Paola, Mfami County, Ke~as, w designated on the recorded plat thereor. (145) Substation No. 489 Louisourg, on U.S. 169 Hi9:.'ii,oay Nc:-th or La\lisburg: A tt'act of land, exclushe or road clght-of-way, in the n~rtheast quarter of the southeast quarter or Section }0, Township 16, Rarqe 25, Miar.ii Cour.ty, Ka~as: Seglnnlnq at a point en the s;:ruth line of the northeast <;11arter of" the ooutheast quarter, J6.9 feet ""'1st of the southeast cocner of the northeast quarter of the southeast quarter or Section JO, rownshlp 15, Range 25; thence North aro parallel to the west right-of -way of No. 69 Highway, a distance of" 200 feet l thence )lest 200 feet; thence South 200 feet; thence East ZOO feet, to point of beginning. ( 146) Substation No, 495, Seagle, in 6eaGle: A tract of land, exclusive af road right-of-way, in the southwest q~artcr ~f the southwest quarter of Section 36, Township 18, Range 22, Hi~mi County, Kansas: !legirming at a point 20 feet ncrth ar-d 20 feet cast of the southwest corner of the southwest qua:ter of Section 36, Towns~ip 1:l, Range ?2, Miami County, Kansas, thence East an:! parallel to the section line of said section a distance of ZOO feet, thence North 200 feet, A - 7\

tr,,:nc(! West 200 feet, thence South ar,<l P,utaUel to the west :tiectfon 1 ine of said sect ion a distance of 200 f.,e,t to paint of be9Jnning in 

 ~i~mi Coun~y, Kdnsae~

{ 14?) Se~vlce Center ?ao la, Ottawa and Sliver Streets, l'llola; All of !Hock 42, in the City or P.iola, HiJn.i County, ;::.ansas, including vacated alfoy. ALSO Lots 1, 2, 3, 4 and 5, in Bleck 41, in tl'.e City of Paola, K~ns;is, as shown by the recorded plat lhureo f; and the north half of the vacated alley ;idjoin.lng said lets with easements, reservations ond covenants of ~ecord. (148) ~_!:ion No. 54 Wea, on Old U.S. Hioh~*ay 69, 1 Hile ~di, of 

~:        A tract    of land in the 110rtheast quartc;r of Seel.ion 19, iownship 15,       Range 2.5, Miuni County, Kansas, r.:cre pad:i.cularly desci*i!Jed as follows: Beginning at a poinl lhat is 35 feet "'l:st of the east line @nd 25 feel so*Jth of the n:n-th line of said quarter S<1cUon, t!tt,nce Sooth parallel with the ..:,st llnFJ of U,S, Highway 69, as now established, o distance of 100 feet, thi:nc" West r,a,allel 1<ith the north line r;f s;iid quarter section a distance of 150 foot, thence North parallel "'Hh lhe ..c,:;t line or. said U.S. !figh ..ay 69 ll distance of 100 feet, thence East parallel with the north line           or afo:esaid quarter section to the point of beginning.

( 149) Subs tat ion No. 62 Pool ar Ridce, Pooln Ridoe ood South Citv limits of Paola: A tract of Land in the east r.alf of the east half of the nottheast quarter of Section 21, Township 17, Range ,3, Miami County, Kanssc1, descdbed as follows: Begir.nl.rn;; at a po.int *-hit::h is 25' f'eet south of the north HM Md '20 fee~ east of the -.est line of the cast half of the east half of the northeast qua:ter of said Section 21, thence East parallel with the Mrth line of the east half of the cast half' of the northeast qvar:ter of said Section 21 a distance of 100 feet, thence South paralfol with the 1-est line of the !?ast half of the east half of the northeast quarter of said Section 21, a distance of 100 feet, thence West parallel with the n-0rth line of the east half of the east half of the north~nst quarter a said Section 21 a distance of 100 feet, thence No~th parallel with the ~st line of the cast half of the east halt of the northeast quartet or said Se:tion 21 to the point of beginning. ( 150) Substation No. 67 Lakeview, on Old U.S. Hiqh,.,,w 69 South of Louisburg: A tract cf land 1n tne northeast quarter of tha J;Outheast qv;:,rtec of S~ction ;J1, To.mship 16, Range 2S, in Hi arni County, Kansas, beginning at a point ~h.ich is 160 feet north and J5 feet .est of tho soutrnaast co:ner of the no:thei1tst qua~ter of tM southeast quacter of oaid' ,;edion, thence West 125 fc;ot, then~e North 100 feet, thence East 12$ feet ( to the 1.1'.?::lt line of U.S. 69 Hi9hw.1r}, thence South 100 feet to tho point of beginning. A - 71.

( !51) Substation t{o. uo iUchland, 10 Miles West of Hillsdale! I\ tract located in the not:t heast qua,ter of Section n, Townshi? 16, Ra~e 21, Miami County, Karisas, tri0te particularly ooscri::led as follows: 8eginning at a point that is 20 feet south .md JO fet?t Mmt of the northeast cocncr of the northeast qu11i;tcr of said Section 13, the<'lce South and parallel with the east line of said quarter section a di::;tonce of 100 feet, thence West and parallel with th[) not'th line of said quarter section a distance of 100 feet, thence North and parallel with the oast linii of said quarter section a distance of 100 foot, thence Cast ard parallel with the no~th line of seid quartec sec:t ion a distance cf 100 feot to point of beginning. ( 152) Substation No. 47J S;irin9 Ridge Regulator, 1 HJ.le South of Psoli!: A tract of land in the nortfieast quilrt er of ~he nottheast quart.er of Section 24, Township 17, Range 21 in Hiami County, Kansas, described as follo1<a: 8eginni.rq at a point oo the south right-of-way lfoe of a county road JO feet west and 22.S feet south of the northeast cocner of said Secti~n 24; thence West along county road right-of-way a disl:af\Ce cf 200 feel; then<;:1;? South a distance or 200 feet; the;:ice East a cii stance of 200 feet; thence North a distance of 200 fi.et, to th.:: poinl of =eginning. (153) Substation No. 475 Hillsdale, U.S. 169 Hiqhwa~ and K7 Highway, Hillsdale: ~ tract of land 100 feet by 100 feet described as follows: i:w.ginning en the 1"est line cf the southeast quarter of Sectio,, 10, Township 16, flaf'<je 2J, 11ismi County, Kansas, at a paint 378 feet north of the so~th line of said quarter section, t~cnce fasc 100 feet, thooc"' South 100 Feet, thence \lest 100 feot, thence Nc;cth 100 feet to the point of n.:9iMin9. ( 154) Su!rntation No. 7J Centennial, Poola~ Ridge and South City limits of*Paola: A tract of land described as fellows: Beginning on the west line of the eP..st heH of the em;t h::il f of the northe::ist q11artcr of Section 21, Towrmhip 17, Range 2J, Hiami County, Kansas, .it a point 5}4 feet south of the no.th line of said Se:::t ion 21, thence Eaol: parallel l:.o said north line a distam:a or no fret, thcnce South pa.1.'allcl to !:he east line of sald section tr., point on the northe.l.'ly right-of-wuy lin1lc or U.S. new 169 High,..ay, as n:,w ealoolished, thenc:e SJuU,...e:stetly along tiaid eight-of-way to tne west line of sacid cast half of east half of northeaot quactor of Section 21, thence North to the poi rit a f lli:9i nn!og * (155) Substation No, ~87 Chiles, U.S. Highway 69 and Cleveland-Chiles Road, 5 I-tiles C:est of Ch.iles: A tract of land 100 feet by 100 feet in the oorth".?ast quuter of Section 7, Township 16, flange ZS, Miami County, ,<ansas, 110re particularly described ns follows: Beginning 11t a point ..nkh .is J1) feet west of the east line of said Sect ion 7 and SO f'ect :iouth of the north line of said sect ion, thence South* 85'* 29' left frooi the **estward cour:;e of " line dra._n parallel riith and $0 feet south of the north ll.ne of said Section 7 u 

                                     "- n

di s.tarn:e of 1GO feet, thence East parallel w.i th said not th liM a distance of 100 feet, thence North parallel with tna east lioc of said Section 7 a distan,;e of 100 feet, thence West parallel with said north line a di stance of 100 feet. S<.1bject to easements ot' record. ( 156} Substation No. 497 Six Mile, Kansas High11ay 69, 6 Hiles West r,f Quenemo: A tract of land in the notthwcst quarter of Section 15, Township 17, ifonge 16, described as follo>tS: Beginning at the intersection of the south line of High>1ay K-68 1<ith the ttast line of the "'est 60 acres of t!ie ncrthwcst quarter of sal(l Section 15, thence Set;ther:i, along the east line of the Wflst 60 acres of said north>!est quacter a distan,:e of 100 feet, thence Westerly parallel with the south line of said Highway l<-68 a disb,nce of 150 feet, thence Narchedy parallel with the eai;t line of the west 60 acres of. said quarter sect ion 100 feet t!) the south line of said Highway K-68, thence E:asterly alon£ the south line of' aforesaid Highway \C-68 to the point of beginning. (157) 5ul>station No. 478 Michigan, 2 Hiles South of HichJgan Valley: be north 208 feet of the east 208 feet r,f th., norlh half of the northeast quarter of Section 2.1, Township 16, Rar190 17. A - 74

ELECTRIC f't>>ns PW SYSTOtS All electric gene rating plants ard elect de t~ansmission ar,d distdbution systems of the Co,~paoy sit.uatecl in llates, Buchan11r,, Cass, *carcoll, Chariton, Clay, Cooper, Henry, Ho1<ard, Jackson, Johnson, LarayeUe, Uvingst:in, f'ettis, Platte, Randolph, Ray, and Salfoe Counties in the State of Missouri, and Allefl, Anderson, Atchison, Oourbon, Coffey, Douglas, f"ranklin, Johnson, Leavenwor:h, Linn, Lyons, Hla.'lli, Osa9t0, Shmmee ard WyaoooUe Counties in the State of Kansas, includirY.J. all po;,er rouses, buildings, reservoirs, pipe Hr.es, structures, boilers, tui:-bines, gi:<1erators, dynamos, mtors, engines, condeosors, pip"s, conduits, !<"litchas, transformers, insul3tors, towers, poles, wires, '.lleters, machinery, equi;i:nent, easements ..n:1 ri\,hts-of-way forming a part ur or appertaining to said genorati.rl(J plant~ and electric tral'\Smlssiori and distribution systems, or ,my of them, inclvding, without limitlng the generality of the foregoi~, the follawin:; described property: EU:CTRIC COIERATit.C Pl.ANTS The ~ortheast Gas Turbine tlectcic Generating Station arq Bulk Oil Storage located at nest Street and ?ark Avenue in Kansas City, Jackson County, Missouri. Ttrn Hawth<>m Stem'.\ Electric: (;enerat ing Station lccate<l at the juni:tion of tho Missouri and Blue Rivers in Karsas C~ty, Jackson County, Missouri, The Montrose Ste;im Electdc Gene,ating Station located nine miles west and three miles sout.h of Clintoo, Hen!'y County, Hisao11i:L. A fifty percent interest in the l<1 Cygne Steam £lectric Generating Station lQcatfld five miles east of Lo Cygne, Linn County, Kansas. 

    /I so,*onty pcrcMt interest in the htan Stea... Electric Cenacati~ Station located near Iatan in Platte County, Hissotiri, A forty-seven p,:i;cent int.iz,mt in Wolf Ci,eel< Nucle;.r Stearn tleclric Gcne,atir-.g Station located near Elurlington io Coffey County, Karnas.
                                 £1.£CTRIC TRAN9'U'.SS1CE LINES
                            ~                               ~            Length Missouri (Ove.t1e8<d U:nes)

{f"roi:i) (To) Stilwdl {16) Sib Ley J45 5.22 Sibley Overlor, ;l45 n.02 Sibk~ St. Joseph 31.;5 S0.10 Cralg (72} Iatan (70S) J45 i.Ja Oouble Circuit Iatan River C,ossirq 34S .J4 C:ommon RN Ha,,f;horn H.awttiorn Blue V.a.lley OS 154 1.02 

               !iawthorn              Leeds /J7               15!:         1.}7 A - 75

Missouri (Overhead !..ines) (Continued} I.Fron) ( Tu) Tow*!t line Blue Valley 154 .S1 Hawlhol"n Ccusstcwr) 1115 154 5.14 Hawthorn Northeast 154 7 ,43 River Crossin9 Ha.. thorll 1.54 .S4 River Crossicig Northeast 1S4 .}6 Slut? Valley Southto"'n 154 15.;9 Cor.m.in R/W 5outhto1<1n Ha"'thorn Leeds 1110 154 11 .39 Southto*.;n Loma Vista 154 }.64 Northeast Grand A<:e. tS4 .n Hawthorn Nt>t*thea,;t 1117 154 5.S8 Le!!dS Midto><n /JZ 1.54 2.;11 IP & L Co. Blue Mills 1S4 .2} Southtown ().C. Kerm::dle 154 .11

0. C-. !-'ont. Lorna Vista 154 .97 South town Kenilworth 1$4 4.05 Northe:.ist Greenwood 1S4 2.76 Com R/'r/ Hawt. S0uthto1<n KernodLe JcL Hl.ck:ma n Suo 154 2-62 Hayh'tlod Nashua 154 11 .mi Com R/'rl Sou th. Sti11<oll Northeast Grund Ave. 154 .21 Co"' 11./W Mont. Slilwell Com R/'11 Hant. loll!lil Vists Montrose Loma Vi.sta ,19 154 57.25 t,!ontrose Lo:na Vista 011 154 57.29 Mont rose StilwE!ll /1D 154 48.21}

Montrose Stilwell fJ9 154 48,1S Southto"n Stilwell 154 9,35 Southto..n Stihrell D10 154 9.29 Hawthorn Blue Valley 11~ 154 1.71 Hawthol"n R/W Ray Jct. tfawtnorn Mo. City fJ9 1S ft 14.30 Mo. City Salisbury \54 90.23 Salisbury l:orton 154 22.ze Norton S". Waverly 154 21 ,5$ Northeast 3t. JosL-ph 154 47 .55 Montrose Clinton 154 12.22 Ray Jct. [>ecdsior S?t;i5. 154 J.os Hidtown foC'cst 154 1.5z f'orest Southtown 154 .l,24 Slue Hills Sibley 154 .21 Claycorno Gsshlan<l Jct, 154 6.45 Blue Valley Araco 1:>4 .21 A::ir,co Me-lt. Shop Jct. 154 ,J2 Satry line Creek 154 4.19 A - 76 

                ~                             'Joltaqe Length Missou,i (Unce rtiro,md Lines)

(F",om) (To) Leeds Line Roeland Par;c* f:54 4,08 Northeast Grnnd Ave. 1;,4 1,J:i> liavy Gt'and Ave, 154 .19 Guinotte Crosstown 154 . 2,61 Grand Ave. CrosstolriO 15A 1,94 Kansas {Overhead lines) (f,oir.) {To) Double Citcuit (at;1n River Crossing J/15 .40 St.ili.ell ( 16) Swi$svale 345 32.82 Stih,ell (16) Sibley J45 3.05 Stilwell ( 16) La Cygne (704) 345 )0,BJ Cl'aig (72) Iatan {705) 345 57 .07 I.a Cy,;;ne (i04) Craig {n} 345 J9.99 Leeds Roehrnl Park 154 .17 Southto'ol!l Keniiwod.h 1S4 4.15 K,milworth Westbrook Jc:t. 154 3.14 Shawm:,c Gree:-.wood 154 3.12 Cornir.o n t!/'ri Shawnee fisher Jct. Maywood Nashua 15.!: 5.16 Comrr.on R/H Southtown-Stilwcll Com,110 n R/11 Hontro~e-Stllwell Montrose Stilwell 15l1 J,26 Montrose Stilwell 15Ci 3.14 Southtown StHwell 154 7.05 Southtown Stilwell 154 6 .85 llroot.:ridgo Westbrook Jct. 1511 1.79 Stilwoll Oxford 154 7.49 Stilwell Paola 154 22.92 Paola Marmaton 154 51.JO Paola Ottawa 154 21. 72 Merriam Cre,mwood 154 4.44 Grucm1<1cd Hidland 15~ 2.2:i Crc1:11wood Haywood 1$4 9 .95 Kenilworth Lenexa 154 11.n Craig lef'\exa 154 .?.2 Craig Olathe 154 6.02 Crait,1 Greenwood 154 3.98 Double Circuit Craig Creen.,,ood 154 .11 Double Circuit Craig Lenexa 154 ,.73 Olathe Hue Len 1S4 4.51 s ..nzer Brookridge 154 2.74 Swltzec Olathe 154 4,01 Oo1.1ble Ciretiit Switz-Brkrd9-0lathe lS4 .22 Oxford Olathe tS4 3.07 Westbrook Jct. Ovedand Pllrk 154 .27 Ov!l daoo Park floeland Park 154 '}',2} A - 17

Konnas (Ovorncad Lines) Continued (frsml (To) Hounlight Keir Leri 154 10.69 Daub Le Ci.rcui.t Stil;;eU-llxford 154 t.)0 K,maos (UnclcJrQMuno lines) (From) (To) Leeds Roel arid Park 154 115 kv, 66 kit nnd :n kv linen located ln J-0ck~on, Cnrroll, Coss, Chariton, Clay, Ho;;ard, Lafayette, Platte and Saline Count.ii,,1 in His:iouri, ar.d Anderson, Douglas, fronklin, Johnson, Linn, Miami and Csagc C!Junt ieil in Kan3;.i,;. 584.07 A - 78

ElECTRIC SlJ!STATIONS A.Pl> SWITCfflNC STAltO?lS Subst.ntion No. ,1it" Base Southwest or Olatho, Johm,on Co., KS Substotion llo. 9 Catehous!: 900 North Olive, iansas City, Jackson Co., ~O Substation No. 10 8it'1'>i.nghrim 7th & Wabash, Bil'll!i"9ho.,i 1 Clay Co,, MO Subst.ition No. 11 Barry North Greenhillll & H ff any ~rings Road, Platte C1:1., MO 

~::.talion   f:O,   12   Brookridgo                10001 West 103rd Street, 0Yerlar.d Perk, Johnson Co., KS Substlltion  No. 1> Sn01mee                     12,01 West $1st Street, Sha,mee, Johnson Co., KS S11bstat.ion l,o. 14 Drexel Corne,s             69 Hwy. & Dre~el Road, D:exel, Hiami Co., KS Suhutation   1/Q. 15 Crond Ave. West            2nd & Grand; Kansas City, Jackson Co., HO Substation No.       16 StH,.,-eH                   191st Street foot r,f l'.etcalf, Johnaon Co., KS Subotatio11 No,      l7   N:wy                      201 Hain Street, Kansas City, Jackson Co., MO SubsloUon     \'o. is Leta                        U.S. Hwy. 2~ & KO Hwy. 1)9, Correll Co., HO Subst;ition   ~o,    19   Polk Stt"eet             Hul~erry & Polk Streets, Brunswick, Chariton Co., HO SubstaUorr    ~lo. 20   Dolton                   Walnut Street & Wnoaah R.R.R/W, Dalton, Chariton Cc., HO Subst11Uon    ~o. 21   l<cytcoville              U.S. Hwy. 24 in Keytesville, Chariton Co., HO Substation No,       22   Swtt2.cr                 9900 We;it 127th Slreet, Ovetland f>n~k, Johnson Co., i<S Substaticn Ne.       23   Southtov.n                8627 Troa:;t, Kanso:1 City, Jack:;on Co,, MO Sub51..lt.ion ~. 24   CtosstoM'I                1SQ1 Cherry, l<ansas City, Jackson Co., MO S1Jbstation No.      25   Glas90"                   2nd & Lafayette, Glasgow, roward Co., MO Substation No,       26   Blackburn                North or Bleckhurn, Soiine Co., HO Substation No.       ?.7  Avondale                  }150 Well,;e~, North Kansas City, Clay Co,, MO 5ubstat ion No. 28    S'rleet Springs          Broadway & Oak Streets, s~eet Springs, Saline Cc,, HO Substation No,       29 Lenexa                      15730 West 95th Street, Lenexa, Johnson Co,, KS Substation    N'o. 29T Lenexa                     16500 'rlest 95th Street, Lenexa, Jahn son Co., Y.S Subst nt ion  No. J1    Forest                   1105 Eost 61st Street, Kansas City, Jackson, Co., MO Substotion    No .. 32    1"t. Leonard             !iwy. i27 Ea:it of Mt. Leonard, Salrnc Co., HO Subslat ion   No.   }J    Centor Streat            fourth & Center Street, Pleasanton, Linn Co., kS Substation    N,"l. 34    Corder                   Hwy. 20 ~orth of Corder, Lafayette Co., MO Substntion ~le. J5    Lo:na Visb               6620 £ast 91st Street, Kansas City, Jack$0n Co., HO Substation.No.      J6    Orange Street            Orange &Chestnut Streets, Brunswick, Chariton Co., HO Substation No.      37 ,, Gardner                  South of ltn'y. 56 West of Cordner, Johnson Co., KS Substation N;;>,     ,a   Oxford                   14540 Antioch Rood, Overl.ind f'llrk, Johnson Co., KS Subut:atl.on No. 40    Richland                 Northwest of Hwys. 169 &: 68, Mimi Co., KS Substation No.      41    01.ithe                  13Sth Street & Blockbob Road, Olathe, Johnson Co., KS Substation No.      4Z    Brunswick                U.S. Hwy. 24 West of Brunswick, Chariton Co., HU S,;bstation No.     ,\3   West Marshall            U.S. ff,...~*. i4 & U.S. Hwy. 2a0, Notth of l'.arshaU, Saline Co., HO Substat.ion No. 44    Atherton                 Atherton & Bundshu Roads, [ndcpendence, Jackson Co., HO Substation No.      4S    !noiaM                   3J2i) East 22nd Street, Kansas City, Jeckson Co., MO Sub slat.ion No. 46    Ct tal<O                 l/, $, Hwy. 59 !r 1-35 1 South of Ottawa, frankl.in C<>,, KS Substation No.      47    Over lend Park           9$21 Wes~ 88th ~treet, Overland Pat~, Johnson Co., KS Subst;ition   No. 4S    Tomahai<<                 910 Wesl 103rd Street, Kansas City, Jackson Co., HO SJJbst.at ion No. 49 Wealherby                   Hwy. 45 & Graden Road, Plaile Cc., MO Sl!bstation   No. 50 Kenll'rlorth                4601 Wes: 9Dth Terr., Ovarland ?ark, Jchnson Co., KS Substation    No. 51 Morningside                 63rd & Ho~nlngside Orive, Kansas City, Jackson Co,, MO Substation    No,   n     Cl<1ycorno               Ravena Roru:! & Wabash R.R.Rf~. Claycomo, Clay Co., HO Substation    No. SJ    Blue Valley              7801 East U.S. Kwy. 2~, Kansas City, Jacl<son Co., MO Substation    No. 54 !\'ea                       2l5~h Street & ~otcalf, Johnson Co., KS Subs tat ion  No,   55 f'.iola                     U.S. Hwy. 169 South &West of Paola, l'lilltli Co., KS Subst;ition   No. 5Q    Hic~an                   1l5CO Gcandview Ro~d, Kansas City, Jackson Co,, HO A - 79

S1.1b5teU0n No. >7 Cortney (eat of Hwy. 291 an Saker Ro.ad, fadependenc-e, Ja;kson Co., HU Substation Na, 58 Woodsweather 1201 Woods.,.eathe: P.oad, Kan,;as City, Jackson Co., HO Substation No. 59 Gillian fiw:r. Z50 Eest or Gillia:,, Saline Co., MO Substation No. 60 Ch~riton U.S. Hwy. 24 ',(est of' 5~1isbury, Chariton Co., !<O Substation No. 61 Leeds 4210 P..iyto .. n Road, K~nsas City, Jackson Co. , KO StJhstation 1;0. 62 f'oplar Ridge Poplar Ridge & South City limi~s of Paola, Hiar.ii Co., KS Suh stat ion Na. 63 Limi Crcu!c }811} Northwest 64th Street, Kansas CHy, Clay Co., MO Subst alien No. 64 N:;shua Northwe;:;t 132nd Street & tlwy. 169, Clay Co., MO Subslali.on No. 6S Hartin City HarHn City Road & Worn~!l Road, Ka!"l$&S City, Jackson Co., ~ Substation No. 66 Martin City 1}i01 Wyandotte, Kansas City, Jackson Co., KO Substation No. 67 Lakeview Old Hwy, 69 South of Lor.risbur;, Miami Co., KS Substation No. 6S Roeland Park 4702 floe Bculevar-d, Roeland Park, Jo~nson Co., i(S Substation No. 69 Moonlight 17508 Moonlight !load, Ga,dner, Johnson Co., KS Subst al ion No. 71 Temp i'!and'o lph 7400 East EH rr:iin,:;ham Rotd, Kanm;s City, Clay Co., t-0 Sl:i>station No. 72 Craig 10859 Woodland Road, Johnson Ca., KS Sub.stution Ne. 73 Ccntcn:-iial Poplar Road & Centennial Road, Paola, Mi.uni Co., KS Substation No. 14 ~rthe:.st 900 North OHve, l{.ans3s City, Jacksori Co., HO Substation No. 75 Hidtown 1223 East 48th Street, Kansas City, Jackson Co., t,(l SuhstoUO:-i No. 76 Reck Creek Hwy. 59 South of Ottawa, franklin Co,, KS Substation No. 77 Spring Ridge h'est of Hwy. 7 South of Paola, Miami Co., KS Suostation No. 76 Gladstone 2i01 E:ast 7Znd Sttaet No~th, Gladstone, Clay Co., MO. Sull<ltation No, 79 Bbe Hills Courtney-Attie;;ton t,. Gld Atherton Roads, Jackson Co., r-0 Substation No. 60 Creefoy Hwy. 169 West of Gceeley, Anderson Co., KS Substatinn Na. Bl W.:;st Gt;rdnet 18827 Oi.H!! Road S01.1thwe-st of Carcroer, Johnson Co., KS Substation :./a. 82 Mor Len 15900 West ~59th Street, Olathe, Johnson Ca., KS Substation No. S} Salisbury U.S. Hwy. 24 & Hwy. 5, Salisbury, Chariton Co., r,o Substation No. 64 Scuth Troost 7643 Troost Avenue, Kansas City, Jacksori Co., HO Su:lStation No, 85 Cypress 4SOO ind~pendence Avenue, Kansas City, Jacks..~n Co., !'O so,station No. 96 Blue Springs Hwy. 7 & Truman Road, Xa:-:sas City, Jackson Co., t1) Substation No. 67 Ca~pbell 824 East 18th Street, Karisas City, .laok,ron Co. , KJ Sut>staUon No. 88 rraff.icway 640 West :S9th Street, Kansas City, J.,ckson Co., 1-C Su~station No, S9 Sugar Creek Short Street West of Ste~ling, Sugae C!'eek, Jackson Co., l'IJ Su~station No, 9i Herrimn 6412 Carte~ Street, Merriam, Johoson Co., KS SuDstation No. :12 ,roost )7)7 Troost, Karroas Ci:y, Jackson Co,, HO Substation No. 9) Crcenwood 65th & Lackman Road, Shawnee, Johnson co., KS Suootation No. 94 No. Kansas City 840 Swlft Stt'eet, Na:-th Kansas Ci.ty, Clay Co., !-0 Sub$tation No, 95 r,btton Route O Northea,:it of Marsholl, Sallne Co,, HO SubSt at ion No

  • 96 llm<t horn 8700 Hawtr.orn Road, Kansa:l City, J(lcksun Co,, HO ( TRANS)

Substation No, 96 Hawthorn 8700 Hawthorn Road, Kansas City, Jac~son Ca., 1-i(} {OIST) Substation No. 97 Welda Hwy. 59 East of Carnett, Ande~son Co., KS Subs tatJ.on No. 98 Riverside Tillison lane & C83:-Q A/W, Riverside, Platte Co., Kl Substation Na. 99 la Cygne  !:'.ast of La Cygu,, Linn Co., KS Suhstalion Na, 100 Bowu~y U.S. H,ty. 24 & Hwy. 65 North of' Waverly, Cat>rnU Co., 1-0

  • Substat~on Na. 101 Stanley U.S. Hwy, 69 & 159th Street, Johnson C'o. , KS Substation No. 102 Overpass Pearl Avenue & Wallace Perk Drive, Paola, Misni Co,, KS Substa~lon No. 10J East Ca~tollton U.S. Hwy. 24 [sst of Ca~rollton, Carroll Co., ~O Substation No. 104 Carrollton flortheast of Canollton, Carroll Co., HO Substation Na. 105 Sand Creek Northwest or Ottar1a, frar:klfa Co., KS Su~station No. 106 Edgerton U.S. Hwy. 56 ~est of Edgerton, Johnson Co., KS Substation No. 107 Holly Street S09 Ea.,;t 9th St reel, Pleasanton, Linn Co, , KS Substatlon No. 10S Centerville West of Centerville, linn Co., KS
  • Pole Houn~ed Station A - ao

Substation No. 109 Moss Crock Hwy. 10 West of Wnbash Junction, Carroll Co., p.,;() Substatl.on Na, 110 Higginsville 29th & S~eloy, Higginsville, Lafayette Co., p.,;() Substation No. 112 Montro::ie Montrose, Henry Co., MO Suostation No. 116 Soga rd U.S. Hwy. 65 Notth of Cl:ltrollton, Carroll Co., l1l Su!lst at ion No. 122 Waverly 206 Jef'f!HSOO St~e£t, Wavsdy, Laf"ayette Co., HO Suhstation No. 127 South Waverly 4 Hiles Scuth of Waverly, Lafayette Co., HO Substat.lan No. 144 Cuinott e Term. 2014 Cuinotte, Kansas City, Jackson Co., 1-ll Substation No. 146 Brush Creek Term. 40;0 Brush Creek Parkway, Kansas City, Jackson Co., HO Substation No. 147 Cherry 'ferm. 60) Cast 1st Street, Kansas City, Jackson Co., HO Substation Ne. 148 Roe Term. 4706 E'ontana Street, Roelim:i Park, Johnson Co., KS S1Jbstation rfo. 158 Melt Shop No .2 KC T~rminal RR Blue River Yards, Kan.sas City, Jackson Co., MO Subst.itian No. 159 Armco 7601 U.S. Hwy. 24, Kanaas City, Jac~son Co., HO Sut:>3tation tk. 174 Washburn 2917 Guinctte, Kansas Cit)', Jllckson Co., KO Sub,:; tat ion Ne. 471 Par!<er 2 Miles West of Cadmun, LiJ:n Co., KS Suo,:;tation No. 472 8aldwi.n South cf Saldwin, Oougla5 Co., KS Substation No, 47; Spring Ridge Reg. 4 Mil.es South of Preirnonvl.lls, Kiai:ii Co. , KS Substation No. 476 ?rescott U.5. Hwy. 69 & Walnut, Prescott, Linn Co., KS* Subs tat ion No. 477 fl,3nso.1tvil !e U.S. Hwy. 50 at Ranscr:wille, franklin Co,, 1<5 Substatfon No. 47B Hi Chi gan Vall ey 2 Miles Seuth of Michigan VaLl.ey, 0:lagc Co., KS Substation No. 479 Mound City 4th & Hemlock, Mound City, Linn Co., KS Si:bstation No, 480 Wellsville Hwy, 3} ~'orth of !-35, Wellsville, f'rnnl<Hn Co., KS Substation No. 481 Groel(!y Reg. U.S. Hwy. 169 Southwest of G~eelcy, Andct~on Co., KS Substation No. 492 Chilc8 U.S. Hwy. 69 & Clcveland-Qiiles Road, Miallli Co., KS Substation No. 464 Grassland 191st Stre1:t East cf Metcalf, Johnson Co., KS Substation No. 489 Louisburg U,5, Hl'ly. 69 North of Louisburg, ltiami Co., KS Sub,;tation No. 495 Bugle 1 Hile Northeast of Beagle, Hiami Co., KS 

!rubs tat ion No. 497    Six Hilo             Hwy, 6S 6 Hiles West of Quenemo, Osege Co., KS Substation No. 540       ~b J                  4000 East ~3rd Street, Kansas City, Jackson Cc., HO Substatfon No. 702       Newell                Hwy. 20 'ne:3t of Marshall, Saline Co,, MO Subs tat ion No. 70}     Mayview               Co. Road fF West. of Kwy. *13, Lafayette Co., MJ Substation No. 704       La Cygne St;,Uon     La Cygne Plant 5itc, lino Co., KS Si,Jmtation Na. 705      Iatan St!lt ion       Iatan Plant Site, Platte Co., HO S*Jbstatfon Na. 706     .Wolf Creek Statiofl P. 0. Box ;09 1 8urlington, Coffey Co., KS Subetat ioo No. 734     Helt Shop No.1        Pole U,B Ha~thorne-Alue Valley PS.line*

Substation No. ns U.S. Ci:11 d Sto:cage 5aa East Jrd St,eet, Kansas City, Jackson Co., 1'.CI Substation N:>. 7J6 Contfoental 106 Wast 11th Street, Karsas City, Jackson Co.,~.() Substation No. 739 6ur9e Ice ~.vice 2027 CampoeH, Kansos City, Jackson Co,, 1-10 Subs!ation No, 756 Huohlebach 1204 Baltir,;,ore, Kansas City, Jackson Co,, Ml Substation No. 757 Midland 1229 Ho.in Street, Kan$as City, Jac!<son Co,, HJ Sut>station No. 762 Plaza 4704 Wyarn:otte, Kal'\Sas City, Jackson Co., MO Substation No. 76J U';itown '.l700 Broadway, Kens as City, Jackson Co. , HO Suba tat ion No. 764 Stac 1719 Grao:l, Kansaa City, Jackson Co., MO SubstaUon No. 769 Royal Towe: Apt. 901 McGee, Kansas City, Jackson Co., ~.O Subs tat ion No. 771 Nelson 4>25 Oak, Kansas City, Jackson Co,, HO Substation No. 7i3 Stuart HaU 21J1 Central, Kansss Ctty, Jackson Co., f,tJ Substation No. 915 Gra11d Ave. 2nd & Grand, Kar.sas City, Jackson Co., t-.0 Substation No.1222 Service Pipe Line Southwest of Centerville, Linn Co., KS Substation ~o.1284 Slater Power Plant front & Walnut Stteet, Slater, Solino Co., MO Subst::itfon ~o, 1319 Elllndix 1200 East Bannister, Kansas City, Jackson Co., Mo $ubstaticn No.1440 /Jmoco Pipe Line Co. U.S. H;,y. 65 & Af&SF' RR tt/1,', Carrollton, Coss Co., r-iO Substation No.158} City of Salisb*Jry tst Street &Wabash RR, Sali~bury, Chariton Co., ~O

  • Pole P.ounted Ststion
                                                    !\ - 61

El.ECfRlC 0ISTR1i3l..lflc.l SYSTEMS Th~ electric dist,~butioo systems of tM Company located in and r1car the municipalities li steo below: Hunicie>:11 if;)'. Co1.1nty ~ J(anaas City Jeckoon Missouri film, Spt1f1gS Jackson Hisscuri Grandview Jackson Hissouri Intle,:,enclonce Jatks~n Ml.sisouri. Raytown Joc:koon Miss1nJri Sugar: Cr.,ek Juc:kson Hissouri Cleveland Cass Missouri Belton Cass Missouri Westline Cass Hinoou.ri Kans as City Clay Missouri Avoncale Clay Hlssoul'i Birmingham Clay Hissou,i. Claycomo Cloy Hisaou:-i f'lardolph Clay Hissou::-i. (;lads tone Clay Missoud Liberty Chy Missouri r{orth Kansas Cit)' Chy Hi:rnoud Oaks Clay Hb:ieouri Oak,rood Chy Hioso1Jd O.akvi,;*~ Clay Misuou::i Oak,rood Mano~ Clay Mitrnouei Oakwood Park Chy Missouri 

                 ? leasant Valley                Chy                   Missouri Hontrose                        Hellry                Missouri Ho1.:e.ton Lake                 Platte                Missouri
                 !<ansas City                    Platte                Hiasaud
                 ~rthmoor                        Platte                Missouri Parkville                      ?latte                Missouri Pbtte 'Woods                   Platte                Hi~souri Riverside                       Platte               His::rcud.

W.ruli:omis  !'latte Missouri Weatherby L!lke Platte Hissouri Bogard C;.1rroll Hisnouri Bosworth ca~::-oll 1-tisl>Curi Carrollton Carroll Missoui;i Dewitt Carrel i Missouri. Hna Csrroll Missouri W/s\kenda Carroll Missouri Brunswick Chuiton Missouri Dalton Chad ton Missouri Gl~;il9CW Chad ton Mhsoud A - 82

Hunicipali ty County ~ Keytes\/Hle O,a,iton Missouri MendOl"I Chari ton Missouri Salisbury C1'aciton Mis!loud Sumer Chari ton Missouri Tdplett Chad ton 'Missouri Glasgo"' Hoi.ard Hissoud Armstrong Latayette Hissou.i Al/Ila lafnyette Missouri Aul.,,illc Lafayette Misaouri Corder Lafayette Missoud Higginsville Lafayette Missouri Hoyvie>1 Lafayette Missouri Erornn Lafeyctte Missouri Waverly Lafayt\!;!;c Missouri Blackburn Lafayette Hlssoud Houstonia Pettis Missouri Arro~ /lock Sal.in11 ,"1issouri Blacl<burn Salj.ne Hbsouri. !:mr.1a Saline Missouri Gilliam Saline Missouri Grand ?ass Sill ine Hisnouti Malto Bcoo Saline Missouri Harshall Saline Missouri Hiami Saline Missouri I-bunt Leonard Saline Kissour.i. Sweet S;:,riogs Saline Missouri Count ry s ide JohnMn Kansas tdq!ltton Johnson Kansas f'alr~ay .xihnson ifon$8S Gardfi.,r Jchnson Kansas LCflWOOd J:ihnson i<ansas Lenexa Johosgn Kansas Herrinm J:lhnson Kans a:; Mission Johnson Kansas Hission flills Johnson Kans,is Mission Hoods JohnSQn Kansas Olathe Johnson Kansas G11er lane Puk Johnson K~nsas Prairie Village Johnson Kansas Quivira Lake Johnson Kansas Roela nc; !>ark Johntn:m Karrsas Shawnee Johnoon Kansas Springhill Johnson Kansas Stanley Johnson Knnsas Westwood Joonsort Kansas Westwood Hills Johnson Kansas Bonner Springs 'N'yandotte Kansas 

               ,\ - 8}

FIFTH SUPPLEMENTAL INDENTURE . / l<JiNSAS CITY 'POWER'& UGI-IT' COMPANY 

                               .. UNITED :;.ussouR,r
                                               . .          BANk, N:A... *
                                                                                             ~     ~".

DATED' AS* Of SEPTEMB£i l',' l~Z- '" 

                                 ...C.REATING -A .MORTGAGE BONO :
                                        - SER'IES 1992
                                               ~           . ~   ., . . "'

SUPPLEMENTAL'. TO .-GENERAL MORTGAGE hWTURE AND

'DEED OF. TRUST DATED:

AS):J{ 

                                                         ,4
                                                             *DtCEMBBI i,- 1986** -

FIFTH SUPPLEMENTAL INDENTURE, dated as of September 1, 1992, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation ( 11 Company"), and UNITED MISSOURI BANK, N.A. (former1y United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee") under the Indenture hereinafter mentioned. WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a General Mortgage Indenture and Deed of Trust ("Indenture"). dated as of December 1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, un1 imited in aggregate principal amount except as therein otherwise provided. WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supp1emental Indenture, dated as of December 1, I986, creating a first series of Mortgage Bonds;

  • WHEREAS, the Company has heretofore executed and delivered to the Trustee, a *second Supplemental Indenture, dated as of Aptil 1, 1988, creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April 1, 1991, creating a third series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company desires in and by this Supplemental Indenture to create a fifth series of Mortgage Bonds to be issued under the Indenture, to designate such series. to set forth the maturity date, interest rate and the form and other terms of such Mortgage Bonds; WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Supplemental Indenture have been fn all respects duly authorized; NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby t 1

acknowledged, and of other good and valuable consideration, it is agreed by and t between the Company and the Trustee as follows: DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF THE INDENTURE The Company hereby confirms unto the Trustee, and records the description of the property described in Schedule A attached and expressly made a part hereof, which property is subject to the lien of the Indenture in all respects as if originally described herein. ARTICLE I. MORTGAGE BONO, SERIES 1992 SECTION 1. (a) There is hereby created a fifth series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond, Series 1992" of the Company ("Bond of the Fifth Series"). (b) The Bond of the Fifth Series shall be issued in the principal amount of $31,000,000, but the principal amount of the Bond of the Fifth* Series actually outstanding as of any particular time sha11 be equal to the principal amount of securities titled "State Environmental Improvement and Energy Resources Authority of the State of Missouri Environrnenta l Improvement Revenue Refunding Bonds (Kansas City Power & light Company Project) Series 1992" (,.Revenue Bonds") which at such particular time are autstandi ng under the Indenture dated as of September I, 1992, (nRevenue Bond Indenture"), between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and The First National Bank of Chicago, as trustee ("Revenue Bond Trustee"}. (c) The Bond of Fifth Series shall be a registered Bond without coupons and sha11 be dated September 15, 1992. The Bond of Fifth Series shall mature July 1, 2017, subject to prior redemption pursuant to Section 3. (d) Interest will accrue on the unpaid portion of the principal of the Bond of Fifth Series from the last date to which interest was paid, or if no interest has been paid from the date of the original issuance of the Bond of Fifth Series until the entire principal amount of the Bond of Fifth Series is paid. The Bond of Fifth Series shall bear interest at the rate per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest sha11 be paid on the date or dates on which, and at the same place or places as, interest is payable on the Revenue Bonds. (e) The payment or payments of principal of the Bond of Fifth Series shall be equa1 to the principal amount of, and any premium on, the Revenue Bonds which is due and payable under the Revenue Bond Indenture and shall be payable on the date or dates on which, and at the same place or places as, the principal of, and any premium on such Revenue Bonds. 2

(f) The Mortgage Bond sha11 be subject to redemption at the same times and in the same amounts as the Revenue Bonds. (g) The principal amount of and interest on the Bond of Fifth Series shall be payable in lawful money of the United States of America. SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer~ as defined by the Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of fifth Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds . 

       . SECTION 3. If the Revenue Bonds, shall become immediately due and payable, .'.

pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture {by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or {c) of Section 8.01 of the Revenue Bond Indenture}, the Bond of the Fifth Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Fifth Series upon receipt of a written notice (hereinafter referred to as the "Notice") from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payable. The Notice shall direct the Trustee to call the Bond of the fifth Series for , redemption. No notice of redemption of the Bond of the Fifth Series sha11 be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Fifth Series of any notice of redemption as may be required under Article IX of the Indenture. The Bond of the Fifth Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of Bond of the Fifth Series shall be at a redemption price equal to the principal amount of the Bond of the Fifth Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately. The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company will deposit immediately with the Trustee, in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Fifth Series so called for redemption. SECTION 4. The Bond of Fifth Series is not transferable except to a. successor Revenue Bond Trustee under the Revenue Bond Indenture. SECTION 5. (a) The Bond of Fifth Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of, premium, if any, and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds. (b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of Fifth Series shall be fully or partia11y, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue 3

Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. (c) The Trustee sha11 conclusively presume that the ob1igation of the Company to make payments of the principal of or any premium or interest on the Bond of Fifth Series shall have been fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee shall have received written notice from the Revenue Bond Trustee, signed by a Responsible Officer (as defined in the Revenue Bond Indenture}, stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged when due and remain unpaid at the date of such notice. SECTION 6. The form of the Bond of Fifth Series shall be substantially as follows: 4

{FORM OF BONO OF FIFTH SERIES) ' KANSAS CITV POWER & LIGHT COMPANY MORTGAGE BONO, SERIES 1992 

                                       $31,000,000 Bond Number R-1
  • Kansas City Power & light Company, a Missouri corporation ("Company"}, for value received, hereby promises to pay to The First National Bank of Chicago as Trustee under the Indenture dated as of September 1, 1992, between the State Environmental Improvement and Energy Resources Authority of the State of Missouri, and such Trustee (nRevenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $31,000,000, or, if less, the aggregate unpaid principal amount of all State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds (Kansas City Power & light Company Project) Series 1992

("Revenue Bonds") outstanding under the Revenue Bond Indenture. The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture. The principal of and any premium or interest on this Bond of Fifth Series are payable in lawful money*of the United States of America. THIS BOND OF FIFTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVENUE BOND INDENTURE. 

        *The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of Fifth Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partial1y paid, deemed to have been paid or otherwise satisfied and discharged.

This Bond of Fifth Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds") known as its "Mortgage Bonds,* issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Oeed of Trust dated as of December 1, 1986 {" Indenture 11 ) , duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.) Trustee ("Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and condit1ons upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of Fifth Series have the respective meanings set forth in the Indenture. As provided in the Indenture, the Bonds may be various principal sums, are issuable in series, may mature at different times, may bear 5

r interest at different rates and may otherwise vary as therein provided; and this Bond of Fifth Series is the only one of the series entitled "Mortgage Bond, Series 1992," created by a Fifth Supplemental Indenture dated as of September 1, 1992, as provided for in the Indenture. With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the ho1ders of the Bonds and any coupons; Qrovided, however, that ( i} no such Suppl ementa 1 Indenture sha11 , without the consent of the holder of each Outstanding Bond affected thereby (A) extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or extend the ti me of payment of interest thereon, or reduce the pri nci pal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or {B) reduce the aforesaid percentage of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii) no such action which wou1d affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series. the approval of such action on behalf of the holders of Sands of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds*of such two or more series, which need not inc1ude 60% in principal amount of Outstanding Bonds of each of such series; provided, however) that, in no event sha11 such act ion be effective unless approved by holders of more than 50% in aggregate principal amount of a11 the then Outstanding Bonds of all such series. In the event that this Bond of Fifth Series shall not be presented for payment when all Revenue Bonds issued are no 1onger outstanding under the Revenue Bond Indenture, then all liability of the Company to the Registered Holder of this Bond of Fifth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of Fifth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and suc:h Registered Holder shall no longer be entitled to any lien or benefit of the Indenture. In case an event of Default shall occur, the principal of this Bond of Fifth Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. This Bond of Fifth Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of any successor in trust), upon surrender and cancellation of this Bond of Fifth Series, and upon any such transfer a new registered Bond of Fifth Series without 6 {.*

coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this Bond of Fifth Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary. Mo recourse shall be had for the payment of the principal of or any premium or interest on this Bond of Fifth Series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or offtcer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of Fifth Series and as part of the consideration for the issue hereof, and being 1ikewise waived and released by the terms of the Indenture. This Bond of Fifth Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture. IN WITNESS.WHEREOF, KANSAS CITY POWER &LIGHT COMPANY* has caused this Bond of Fifth Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. KANSAS CITY POWER & LIGHT COMPANY, Dated: By~--,.-.,..,-~~~-~~~ Authorized Signature Attest: Secretary or Assistant Secretary 7

The form of Trustee's certificate to appear on the Bond of Fifth Series shall be substantially as follows: ' (FORM OF TRUSTEE'S CERTIFICATE) This Bond of Fifth Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Fifth Supplemental Indenture. UNITED MISSOURI BANK, N.A., as Trustee, By~--::--,-,-~.,--....,.....,:::-:----:,----~~ Authorized Signature ARTICLE II. ISSUE OF BOND OF FIFTH SERIES. SECTION 1. The Bond of Fifth Series may be executed, authenticated and delivered as permitted by the provisions of Article II!, IV, V or VI of the Indenture. ARTICLE I1I. THE TRUSTEE. SECTION 1. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. ' Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. 8

ARTICLE IV. MISCELLANEOUS PROVISIONS. SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, shall be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of Fifth Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of Fifth Series issued and to be issued under the Indenture and secured thereby. SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended) inure to the benefit of its successors and assigns, whether so expressed or not. SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof. SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument. 9

rn WITNESS WHEREOF* KANSAS CITY POWER & LIGHT COMPANY has caused this Supplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed. duly attested by its Secretary or one of its Assistant Secretariest and UNITED MISSOURI BANK, N.A.. as Trustee as aforesaid, has caused the same to be executed by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written. KANSAS CITY POWER &LIGHT COMPANY, By /s/B. J. Beaudoin (8. J. Beaudoin) ATIEST: ls/Jeanie Sell Latz {Jeanie Sell Latz) UNITED MISSOURI BANK, N.A., 

                                  . By  ls/frank C. Bramwell (Frank C. Bramwell)

ATIEST: 

/s/R. William Bloemker (R. William Bloemker) 10

STATE OF MISSOURI ) 

                         )   ss COUNTY OF JACKSON     )
r Ji l

00 On this 9th day of September, 1992, before me, a Notary Public in and for said County in the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation. one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said B. J. Beaudoin acknowledged said instrument and the execut1on thereof to be the free and voluntary act and deed of said corporation by it voluntary executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL) My commission expires February 25, 1995 11

STATE OF MISSOURI ) COUNTY OF JACKSON l ss On this 9th day of September, 1992, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, who, being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A .* a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation1 and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. ls/Janee C. Rosenthal Janee c. Rosenthal Notary Public, Clay County, Missouri (SEAL} My commission expires February 25, 1995 12

Exhibit A REAL ESTATE IN MISSOURl All !he following described real estate of 1he Company situated in the Slate of Missouri: BATES COUNTY (184) Railway Spur Track, Bates County, Missouri: The North twenty (20) feet of the South one half (S 1/2)of Fractional Section 18, Township 41, Range 33, and the North twenty (20) feet or the West one hall NI 1/2}of South one half (S 1/2)of Section 17, Township 41, Range 33, all In Bates County, Missouri, lying South of, parallel with and adjoining the Southerly line of the following described tract of land: A tract of land one hundred {100)feet in width, the center line of which is described as follows; Beginning on the West line of Lot Two (2) of the South Half (S 1/2)01 Fractional Section Eighteen (18), Township Forty-one {41), Range Thirty-three (33), Bates County, Missouri, at a point which Is seven hundred fitty-rour (754) feet South of the North line of said Lot Two (2), thence South ninety degrees (90") East a distance of one hundred seventy-five {175) feet to the point of tangency of a curve bearing to the right with a radius of fifty-seven hundred twenty-nine and sixty-five hundredths (5729.65) f~t. a distance of six hundred seven and seventy-three hundredths (607.73) feet to the point of curve, thence Easterly to a point on !he East line of said Lot Two (2), also known as the West line of Lot One (1) of said Half (1/2)Fractional Section, said point located eight hundred sixty-eight (868) feet South of the North line of sa!d Lot Two (2). (The North lines of aforesaid Lots Ona (1) and Two {2} are hereby further identified as also being the East-West center fine of aforesai~ Fractronaf Section Eighteen (18). Thence continuing Easterly to a point on the East line of said Lot One (1) which is ten hundred seventeen and five tenths (1017.5) feet South of the North line of said Lot One (1), thence continuing Easterly to a point on the East line of the West one half NI 1/2) of the Southwest Quarter (SW 1/4) of Section 17, Township 41, Range 33, Bates County, Missouri, which ls fourteen hundred seventy-one and six tenths (1471.6) feet North of the South line of said Section Seventeen (17). Also the North twenty (20) feet of the West one half rN 1/2) of the South one half (S 1/2) of Section 17, Township 41, Range 33, Bates County, Missouri, lying South of, parallel with and adjoining the Southerly line of the following described tract of !and: A tract of land one hundred (100) feet in width, the center line of which is described as follows: Beginning on the East line of the Northeast Quarter (NE 1/4)of the Southwest Quarter {SW 1/4) of Section 17, Township 41, Range 33, Bates County, Missouri, at a point which is fifty and four tenths (50.4) feet North of the South line of said Quarter (1/41/4)Sectlon, thence South eighty-nine degrees, six minutes, thirty-five and three tenths seconds West (B!r 06' 35,3" W) a distanc:e of two hundred eighty-five (285) feet to a point of curve bearing to the tight with a radfus of fifty-seven hundred twenty-nine and sixty-five hundredths (5729.65)feet, thence along said curve a distance of six hundred ninety-six and seventy-five hundredths {696.75)feet to the point of tangent, thence Westerly to a point on the West line of said Quarter Quarter (1/41/4} Section which is fourteen hundred seventy-one and six tenths {1471.6) feet North of the South line of aforesaid Section Seventeen {'17). A-1

REAL ESTATE IN KANSAS All the following describoo real estate of the Company situated in the State of Kansas: JOHNSON COUNTY, KANSAS (185) Cedar Creek Substation (Additional of Tract C to Substation} 23950 W. 102nd Terr., Johnson County. Kansas: Beginning at the Southeast corner of the Southeast Quarter {SE 1/4) or the Southwest Quarter (SW 1/4} of Section 4, Township 13, Range 23, Johnson County, Kansas, thence North three degrees, twenty-nine minutes, thirty-five seconds West (N 03° 29' 35" W) along the East line ol said Quarter Quarter (1/41/4) Section a distance of seventy-seven and thirty hundredths (77.30) feet to a point on the North right of way line of Kansas No. 10 Highway, as now established; thence North eighty-six degrees, thirty-two minutes, forty-four seconds West (N 86' 32' 44" W), along said North right of way Hne a distance of four hundred two and ninety-six hundredths (402.96)feet to a point on the West line of the East four hundred (400)feet of said Quarter Quarter (1/41/4)Sectlon, said point being the true point of beginning, thence continuing north eighty-six degrees, thirty-two minutes, forty-four seconds West (N 86' 32' 44" W) a distance of one hundred two and forty-four hundredths (102.44) feet, thence North eighty degrees, fifty-three minutes, fourteen seconds West (N 80-53' 14" W) a distance of fifty (50) feet, thence North three degrees, twenty-nine minutes, thirty-five seconds West {N 03 29' 35" W) a distance of six hundred thirty-seven {637) feet, thence North eighty-seven degrees, thirty-three minutes, five seconds East (N sr 33' os* E) to a point on the West line of the East four hundred {400) feet of said Quarter Quarter {1/41/4)Sectlon, thence South along the West llne of lhe East four hundroo {400) feet of said Quarter (1/41/4) Section to the true point of beginning; except any parts In streets or roads. A-2

CONFORMED 3 O OF 'SO SEVENTH SUPPLEMENTAL INDENTURE KANSAS CITY POWER &LIGHT COMPANY UNITED MISSOURI BANK, N.A. DATED AS OF OCTOBER 1, 1993 CREATING A MORTGAGE BOND SERIES 1993A SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF DECEMBER 1, 1986

SEVENTH SUPPLEMENTAL INDENTURE, dated as of October I, 1993, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation ("Company"), and UNITED MISSOURI BANK, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee") under the Indenture hereinafter mentioned. WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a General Mortgage Indenture and Deed of Trust ("Indenture"), dated as of December I, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, unlimited in aggregate principa1 amount except as therein otherwise provided. WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture, dated as of December 1, 1986, creating a first series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second Supplemental Indenture, dated as of April 1, 1988, creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April 1, 1991, creating a third series of ~ortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fifth Supplemental Indenture, dated as of September 1, 1992, creating a fifth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Sixth Supplemental Indenture, dated as of November 1, 1992, creating a sixth series of Mortgage Bonds; WHEREAS, the Company desires in and by this Supplemental Indenture to create a seventh series of Mortgage Bonds to be issued under the Indenture, to designate such series, to set forth the maturity date, interest rate or rates and the form and other terms of such Mortgage, Bonds; WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done 1

1 and performed; and the execution and delivery of this Supplemental Indenture.have

  • ' been in all respects duly authorized; * .

NOW, THEREFORE, in consideration of the premises and in further* consideration of the sum of One Do11ar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows: DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF THE INDENTURE The Company hereby confirms unto the Trustee, and records the description of the property described in Schedule A attached and expressly made a part hereof, which property is subject to the lien of the Indenture 1n all respects as if originally described herein. ARTICLE I. MORTGAGE BOND SERIES 1993A SECTION I. (a) There is hereby created a seventh series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond Series 1993A" of the Company ("Bond of the Seventh Series"). (b} The Bond of the Seventh Series shall be issued in the principal amount of $12,366,000, but the principal amount of the Bond of the Seventh Series actually outstanding as of any particular time shall be equal to the principal amount of securities titled "State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds (Kansas City Power &Light Company Project) Series 1993 ("Revenue Bonds") which at such particular time are outstanding under the Indenture dated as of October J, 1993, ("Revenue Bond Indenture")t between the State Environmental Improvement and Energy Resources Authority of the State of Missouri and The First National Bank of Chicago. as trustee (RRevenue Bond Trustee"). (c) The Bond of the Seventh Series shall be a registered Bond without coupons and shall be dated October 14, 1993. The Bond of the Seventh Series shall mature January 2, 2012, subject to prior redemption pursuant to Section 3. (d) Interest will accrue on the unpaid portion of the principal of the Bond of the Seventh Series from the last date to which interest was paid~ or* if no interest has been paid from the date of the original issuance of the Bond of the Seventh Series until the entire principal amount of the Bond of Seventh Series is paid. The Bond of the Seventh Series shall bear interest,at the rate or rates per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest shall be paid 2

on the date or dates on which, and at the same pl ace or pl aces as, interest is payable on the Revenue Bonds. * (e) The payment or payments of principal of the Bond of the Seventh Series shall be equal to the principal amount of, and any premium on, the Revenue J Bonds which is due and payable under the Revenue Bond Indenture and shal1 be J payable on the date or dates on which, and at the same place or places as, the ~.;} principal of, and any premium on such Revenue Bonds. 

~         (f)   The Mortgage Bond shall be subject to redemption at the same times
j 1 and in the same amounts as the Revenue Bonds.

-l ~~~ (g) The principal amount of and interest on the Bond of the Seventh Series shall be payable in lawful money of the United States of America. SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer, as defined by the *Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of the Seventh Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds. SECTION 3. If the Revenue Bonds, shall become immediately due and payable, pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture {by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or (c) of Section 8.01 of the Revenue Bond Indenture), the Bond of the Seventh Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Seventh Series upon receipt of a written notice {hereinafter referred to as the "Notice") from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payable. The Notice shall direct the Trustee to call the Bond of the Seventh Series for redemption. No notice of redemption of the Bond of the Seventh Series shall be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Seventh Series of any notice of redemption as may be required under Article IX of the Indenture. The Bond of the Seventh Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of Bond of the Seventh Series shall be at a redemption price equal to the principal amount of the Bond of the Seventh Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately. The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company will deposit immediately with the Trustee, in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Seventh Series so called for redemption. SECTION 4. The Bond of the Seventh Series is not transferable except to a successor Revenue Bond Trustee under the Revenue Bond Indenture. 3

SECTION 5. (a) The Bond of the Seventh Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of *. premium, if any. and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds. 

  ~       (b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of the Seventh Series shall be fully or partially, as the case may be, paid~ deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged.

(c) The Trustee shall conclusively presume that the obligation of the Company to make payments of the principal of or any premium or interest on the Bond of the Seventh Series shall have been.fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee shall have received written notice from the Revenue Bond Trustee, signed by a -** Responsible Officer (as defined in the Revenue Bond Indenture), stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged*when due and remain unpaid at the date of such notice. SECTION 6. The form of the Bond of the Seventh Series shall be substantially as follows: 

                                                                                       !)

[j r 4

{FORM OF BOND OF THE SEVENTH SERIES) KANSAS CITY POWER &LIGHT COMPANY MORTGAGE BOND SERIES 1993A 

                                    $12,366,000 Bond Number R-1 Kansas City Power & Light Company, a Missouri corporation ("Company"), for value received, hereby promises to pay to The First National Bank of Chicago as Trustee under the Indenture dated as of October 1, 1993, between the State Environmental Improvement and Energy Resources Authority of the State of
  • Missouri, and such Trustee ( "Revenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $12,366,000 or, if less, the aggregate unpaid principal amount of a11 State Environmental Improvement and Energy Resources Authority of the State of Missouri Environmental Improvement Revenue Refunding Bonds {Kansas City Power & Light Company Project) Series 1993

("Revenue Bonds"} outstanding under the Revenue Bond Indenture. The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture. The principal of and any premium or interest on this Bond of the Seventh Series are payable in lawful money of the United States of America. THIS BOND OF THE SEVENTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVEtlUE BONO INDENTURE. The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of the Seventh Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. This Bond of the Seventh Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds") known as its "Mortgage Bonds," issued and to be issued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust dated as of December 1, 1986 (~Indenture"), duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.} Trustee ("Trustee 11 ) , to which Indenture and a1l indentures supplemental thereto reference is hereby made for a description of the property mortgaged and p1edged. the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of the Seventh Series have the respective meanings set forth in the Indenture. As provided in the Indenture, the Bonds may 5

be various principal sums, are issuable in series, may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this Bond of the Seventh Series is the only one of the series entitled "Mortgage Bond Series 1993A," created by a Seventh Supplemental Indenture dated as of October 1, 1993, as provided for in the Indenture. With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or el irninating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the holders of the Bonds and any coupons; provided, however, that (i) no such Supplemental Indenture shall, without the consent of the holder of each Outstanding Bond affected thereby (A) extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or rates or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii} no such action which would affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series, the approval of such action on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the outstanding Bonds of such two or more series, which need not include 60% in principal amount of Outstanding Bonds of each of such series; provided, however, that, in no event shall such action be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series. In the event that this Bond of the Seventh Series shall not be presented for payment when all Revenue Bonds issued are no longer outstanding under the Revenue Bond Indenture, then a11 l i abi l i ty of the Company to the Registered Holder of this Bond of the Seventh Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of the Seventh Series fol'"' the payment of the principal hereof and any premium or interest hereon sha11 forthwith cease, determine and be comp 1ete ly discharged and such Registered Holder shall no longer be entitled to any lien or benefit of the Indenture. In case an event of Default shall occur, the principal of this Bond of the Seventh Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. This Bond of the Seventh Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of 6

any successor in trust}, upon surrender and cancellation of this Bond of the Seventh Series, and upon any such transfer a new registered Bond of the Seventh Series without coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this Bond of the Seventh Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or any premium or interest on this Bond of the Seventh Series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or officer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of the Seventh Series and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of the Indenture. This Bond of the Seventh Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture. IN WITNESS WHEREOF, KANSAS CITV POWER & LIGHT COMPANY has caused this Bond of the Seventh Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. KANSAS CITY POWER &LIGHT COMPANY, Dated: BY_ __,.-.-,--,,---,,--=-,--..,...--- Authori zed Signature Attest: Secretary or Assistant Secretary 7

The form of Trustee's certificate to appear on the Bond of the Seventh Series shall be substantially as follows: (FORM OF TRUSTEE'S CERTIFICATE) This Bond of the Seventh Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Seventh Supplemental Indenture. UNITED MISSOURI BANK, N.A., as Trustee, BY---,,....,...-..---;-;,.--.---,,---- Authorized Signature ARTICLE IL ISSUE OF BONO OF THE SEVENTH SERIES. SECTION I. The Bond of the Seventh Series may be executed, authenticated and delivered as* permitted by the provisions of Article III. lV, V or VI of the Indenture. ARTICLE 111. THE TRUSTEE. SECTION 1. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recita1s and statements are made so1ely by the Company. Except as herein otherwise provided, no duties, responsibi11ties or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. 8

ARTICLE IV. MISCELLANEOUS PROVISIONS. SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, sha11 be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of the Seventh Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of the Seventh Series issued and to be issued under the Indenture and secured thereby. SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended} inure to the benefit of its successors and assigns, whether so expressed or not. SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof.

  • SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument.

9

IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Supplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant Secretaries, and UNITED MISSOURI BANK, N.A., as Trustee as aforesaid, has caused the same to be executed by its . President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written. KANSAS CITY POWER &LIGHT COMPANY, By /s/B. J. Beaudoin (B. J. Beaudoin). ATTEST: 

      /s/Jeanig Sell Latz (Jeanie Sell Latz)

UNITED MISSOURI BANK, N.A.,

  • By ls/Frank C. Bramwell i (Frank C. Bramwell) r
~

"t ATTEST: 

   /s/R. William Bloemker (R. William Bloemker) 10

STATE OF MISSOURI ) I r COUNTY OF JACKSON 

                      )
                      )

ss On this 6th day of October, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said B. J. Beaudoin acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL) My co~mission expires February 25, 1995 l r [ r rt: 11

STATE OF MISSOURI } 

                    ) ss COUNTY OF JACKSON    )

On this 6th day of October, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, whor being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A., a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed. IN WITNESS WHEREOF, I have hereunto set_my hand and affixed my official seal in the County and State aforesaid the day and year first above written. ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL} My commission expires February 25, 1995 12 

                                                                                      --- ----~

EXHIBIT A REAL ESTATE IN MISSOURI All the following described real estate of the Company situated in the state of Missouri: (186) Ash Pond Property, Hawthorn Power Plant, Kansas Clly:

  • A tract of land located in the West One-Half of Section 19 and Section 30, Township 50, Range 32, in Kansas City, Jackson County, Missouri, described as fOllf>WS:

Commencing at the Northeast comer of Tract "A:', EXECUTIVE PARK, FIFTEENTH PLAT, according to the recorded platthereof; thence North 87° 41' 03"West, along the North line of said Tract "A", a distance of 358.07 feet; thence North 02° 18' 5711 East, a distance of 110.00 feet; thence Sou1h 87°41' 03" East, a distance of 134.64 feet to the Point of Beginning; thence North 01 ° 55' 27" East, a distance of 3023.92 feet (3026.33 feet deeded); thence South 41 ° 55' 33" East, a distance of 347.70feet (348.17 feet deeded}; thence North 47° 59' 22" East, a distance of 189.96 feet (North 48° 04' 27" East, 190.00 feet deeded); thence South 42° 01' 09" East, a dlstance of 799.45 feet, (South 41 ° 55' 33" East, 799.85 feet deeded}; thence South 38° 46' 33" East, a ~istance of 0.28 feet; thence South 01 ° 55' 25" West {South 01 ° 55' 27" West deeded), a distance of 2335.51 feet; thence North 87° 41' 03" West, a distance of 932.68 feet, to the Point of Beginning. Containing 2,541,930.81 Square Feet or 58.35 Acres, More or Less.

EIGHTH SUPPLEMENTAL INDENTURE KANSAS CITY POWER &LIGHT COMPANY UNITED MISSOURI BANK, N.A. DATED AS OF DECEMBER 1, 1993 CREATING A MORTGAGE BOND SERIES 19938 SUPPLEMENTAL TO GENERAL MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF DECEMBER 1, 1986

EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1993, between KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation {"Company"), and UNITED MISSOURI BANK, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as Trustee ("Trustee") under the Indenture hereinafter mentioned. WHEREAS, all capitalized terms used in this Supplemental Indenture have the respective meanings set forth in the Indenture; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Genera1 Mortgage Indenture and Deed of Trust ("Indenture"), dated as of December 1, 1986, to secure Mortgage Bonds issued by the Company pursuant to the Indenture, unlimited in aggregate principal amount except as therein otherwise provided. WHEREAS, the Company has heretofore executed and delivered to the Trustee, a First Supplemental Indenture, dated as of December 1, 1986, creating a first series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee, a Second Supplemental Indenture, dated as of April I, 1988i creating a second series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Third Supplemental Indenture, dated as of April I, 1991, creating a third series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of February 15, 1992, creating a fourth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Fifth Supplemental Indenture, dated as of September I, 1992, creating a fifth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Sixth Supplemental Indenture, dated as of November 1, 1992, creating a sixth series of Mortgage Bonds; WHEREAS, the Company has heretofore executed and delivered to the Trustee a Seventh Supplemental Indenture, dated as of October 1, 1993, creating a seventh series of Mortgage Bonds; WHEREAS> the Company desires in and by this Supplemental Indenture to create a eighth series of Mortgage Bonds to be issued under the Indenture, to designate such series, to set forth the maturity date, interest rate or rates and the form and other terms of such Mortgage Bonds; l

WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done and performed; and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized; NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows: ARTICLE I. MORTGAGE BONO SERIES 19938 SECTION I. (a) There is hereby created a eighth series of Mortgage Bonds to consist of one Mortgage Bond issued under and secured by the Indenture, to be designed as "Mortgage Bond Series 19936" of the Company ("Bond of the Eighth Series"). (b) The Bond of the Eighth Series shall be issued in the principal amount of $79,480,000, but the pri nci pal amount of the Bond of the Eighth Seri es actually outstanding as of any particular time shall be equal to the principal amount of securities titled "City of Burlington, Kansas Environmental Improvement Revenue Refunding Bonds (Kansas City Power & Light Company Project} Market-Adjusted Tax Exempt Securities--$40,000,000 Series 1993A and $39,480,000 Series 19938" ("Revenue B0nds 11 ) which at such particular time are outstanding under the Indenture of Trust dated as of December 1, 1993, ("Revenue Bond Indenture"), between the City of Burlington, Kansas and The Bank of New York, as trustee (Revenue Bond Trustee"). (c) The Bond of the Eighth Series shall be a registered Bond without coupons and shall be dated December 2, 1993. The Bond of the Eighth Series shall mature December I, 2023, subject to prior redempt;on pursuant to Section 3. {d) Interest will accrue on the unpaid portion of the principal of the Bond of the Eighth Series from the last date to which interest was paid, or if no interest has been paid from the date of the original issuance of the Bond of the Eighth Series until the entire principal amount of the Bond of Eighth Series is paid. The Bond of the Eighth Series shall bear interest at the rate or rates per annum born by the Revenue Bonds as provided for in Section 2.02 of the Revenue Bond Indenture and in the Revenue Bonds and interest shall be paid on the date or dates on which, and at the same place or places as, interest is payable on the Revenue Bonds. (e) The payment or payments of principal of the Bond of the Eighth Series shall be equal to the principal amount of, and any premium on, the Revenue Bonds which is due and payable under the Revenue Bond Indenture and shall be payable 2

on the date or dates on which, and at the same place or places as, the principal of, and any premium on such Revenue Bonds. (f) The Mortgage Bond shall be subject to redemption at the same times and in the same amounts as the Revenue Bonds. (g) The principal amount of and interest on the Bond of the £ighth Series shall be payable in lawful money of the Un1ted States of America. SECTION 2. At such time or times as the Revenue Bond Trustee shall deliver a certificate signed by a Responsible Officer, as defined by the Revenue Bond Indenture stating that all or a portion of the principal amount of the Revenue Bonds have been redeemed or otherwise deemed to have been paid, the principal amount of the Bond of the Eighth Series shall be reduced by such specific principal amount, and such specific principal amount shall be deemed for all purposes of the Indenture, including Article IV and Article XI of the Indenture, to be Retired Bonds. SECTION 3. If the Revenue Bonds, shall become immediately due and payable, pursuant to the provisions of the first paragraph of Section 8.02 of the Revenue Bond Indenture (by reason of the occurrence and continuance of an "Event of Default" under paragraph (a), (b) or (c) of Section 8.01 of the Revenue Bond Indenture), the Bond of the Eighth Series shall be subject to redemption in whole. The Trustee shall redeem the Bond of the Eighth Series upon receipt of a written notice {hereinafter referred to as the 11 Notice 11 ) from the Revenue Bond Trustee stating that the Revenue Bonds have become immediately due and payab1e. The Notice shal1 direct the Trustee to call the Bond of the Eighth Series for redemption. No notice of redemption of the Bond of the Eighth Series shall be required in connection with such redemption and the Notice shall also contain a waiver by the Revenue Bond Trustee, as holder of the Bond of the Eighth Series of any notice of redemption as may be required under Article IX of the Indenture. The Bond of the Eighth Series shall be redeemed in whole immediately upon the receipt by the Trustee of such Notice. The Trustee may conclusively presume the statements contained in the Notice to be correct. Any such redemption of the Bond of the Eighth Series shall be at a redemption price equal to the principal amount of the Bond of the Eighth Series together with accrued interest to the redemption date, and such amount shall become and be due and payable immediately. The Company hereby covenants that, if a Notice shall be delivered to the Trustee, the Company wi1l deposit immediately with the Trustee~ in accordance with Article IX of the Indenture, an amount in cash sufficient to redeem the Bond of the Eighth Series so called for redemption. SECTION 4. The Bond of the Eighth Series is not transferable except to a successor Revenue Bond Trustee under the Revenue Bond Indenture. SECTION 5. (a) The Bond of the Eighth Series shall be pledged by the Company with and delivered to the Revenue Bond Trustee to secure payment of the principal of, premium, if any, and interest on the Revenue Bonds for the benefit of the owners and beneficial owners from time to time of the Revenue Bonds. (b) The obligation of the Company to make any payment of the principal of or any premium or interest on the Bond of the Eighth Series shall be fully or 3

partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. (c) The Trustee shall conclusive1y presume that the obligation of the Company to make payments of the principal of or any premium or interest on the Bond of the Eighth Series shall have been fully paid, deemed to have been paid or otherwise satisfied and discharged when due unless and until the Trustee sha11 have received written* notice from the Revenue Bond Trustee, signed by a Responsible Officer (as defined in the Revenue Bond Indenture), stating that the payments of principal of and premium or interest on the Revenue Bonds specified in such notice were not fully paid, deemed to have been paid or otherwise satisfied and discharged when due and remain unpaid at the date of such notice. SECTION 6. The form of the Bond of the Eighth Series shall be substantially as follows: 4

(FORM OF BOND OF THE EIGHTH SERIES) KANSAS CITY POWER &LIGHT COMPANY MORTGAGE BOND SERIES 19938 

                                    $79,480,000 Bond Number R-1 Kansas City Power & Light Company, a Missour; corporation ("Company"}, for va1ue received, hereby promises to pay to The Bank of New Ym k as Trustee under 4

the Indenture dated as of December 1, 1993, between the City of Burlington, Kansas, and such Trustee ("Revenue Bond Indenture"), or the successor Trustee under the Revenue Bond Indenture, the sum of $79,480,000 or, if less, the aggregate unpaid principa1 amount of all City of Burlington, Kansas Environmental Improvement Revenue Refunding Bonds (Kansas City Power &Light Company Project} Market-Adjusted Tax Exempt Securities--$40,000,000 Series 1993A and $39,480,000 Seri es l 9938 {"Revenue Bonds") outstanding under the Revenue Bond Indenture. The payment of principal, premium, or interest on the Bond shall be equal to the principal amount of, any premium on, and interest due on the Revenue Bonds as set forth in the Revenue Indenture. The principal of and any premium or interest on this Bond of the Eighth Series are payable in lawful money of the United States of America. THIS BOND Of THE EIGHTH SERIES IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE REVENUE BOND INDENTURE. The obligation of the Company to make any payment of the principal of or any premium or interest on this Bond of the Eighth Series shall be fully or partially, as the case may be, paid, deemed to have been paid or otherwise satisfied and discharged to the extent that at the time any such payment shall be due 1 the then due principal of and any premium or interest on the Revenue Bonds shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. This Bond of the Eighth Series is one, of the series hereinafter specified, of the bonds of the Company ("Bonds") known as its uMortgage Bonds," issued and to be is sued in one or more series under and secured by a General Mortgage Indenture and Deed of Trust dated as of December It 1986 ("Indenturen), duly executed by the Company to United Missouri Bank, N.A., (formerly United Missouri Bank of Kansas City, N.A.) Trustee ("Trustee"), to which Indenture and all indentures suppl ementa1 thereto reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the Bonds are, and are to be, issued and secured, and the rights of the owners of the Bonds and of the Trustee in respect of such security, and the prior liens to which the security for the Bonds are junior; capitalized terms used in this Bond of the Eighth Series have the respective meanings set forth in the Indenture. As provided in the Indenture, the Bonds may be various principal sums, are issuable in series, may mature at different times, 5

may bear interest at different rates and may otherwise vary as therein provided; and this Bond of the Eighth Series is the on1y one of the series entitled !!Mortgage Bond Series 19938,n created by a Eighth supplemental Indenture dated as of December 1, 1993, as provided for in the Indenture. With the consent of the holders of more than 50% in aggregate principal amount of the Outstanding Bonds, the Company and the Trustee may from time to time and at any time, enter into a Supplemental Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of the Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the holders of the Bonds and any coupons; provided, however, that {l) no such Supplemental Indenture shall, without the consent of the holder of each Outstanding Bond affected thereby (A} extend the fixed maturity of any Bonds, change any terms of any sinking fund or analogous fund or conversion rights with respect to any Bonds, or reduce the rate or rates or extend the time of payment of interest thereon, or reduce the principal amount thereof, or, subject to certain exceptions, limit the right of a holder of Bonds to institute suit for the enforcement of payment of principal of or any premium or interest on such Bonds in accordance with the terms of said Bonds, or (B) reduce the aforesaid percentage .of Bonds, the holders of which are required to consent to any such Supplemental Indenture, or (C) permit the creation by the Company of any Prior Lien, and (ii) no such action which would affect the rights of the holders of Bonds of only one series may be taken unless approved by the holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such series affected, but if any such action would affect the Bonds of two or more series, the approval of such action on behalf of the holders of Bonds of such two or more series may be effected by holders of more than 60% in aggregate principal amount of the Outstanding Bonds of such two or more series, which need not include 60% in principal amount of Outstanding Bonds of each of such series; provided, however, that, in no event shall such action be effective unless approved by holders of more than 50% in aggregate principal amount of all the then Outstanding Bonds of all such series. In the event that this Bond of the Eighth Series shall not be presented for payment when all Revenue Bonds issued are no 1onger outstanding under the Revenue Bond Indenture, then all liability of the Company to the Registered Holder of this Bond of the Eighth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and the right of such Registered Holder of this Bond of the Eighth Series for the payment of the principal hereof and any premium or interest hereon shall forthwith cease, determine and be completely discharged and such Registered Holder shall no longer be entitled to any lien or benefit of the Indenture. In case an event of Default shall occur. the principal of this Bond of the Eighth Series may become or be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. This Bond of the Eighth Series is transferable by the Registered Holder hereof in person or by attorney duly authorized in writing, only to a successor to the Revenue Bond Trustee under the Revenue Bond Indenture, at the principal office of the Trustee in Kansas City, Missouri, (or at the principal office of any successor in trust}, upon surrender and cancellation of this Bond of the Eighth Series, and upon any such transfer a new registered Bond of the Eighth 6

Series without coupons of the same series for the same principal amount will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this Bond of the Eighth Series is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary. No recourse sha11 be had for the payment of the pri nc i pal of or any premium or interest on this Bond of the Eighth series, or for any claim based hereon or otherwise in respect hereof or of the Indenture or any Supplemental Indenture, against any incorporator, stockholder, director or officer, past, present or future, of the Company or of any predecessor corporation, as such, either directly or through the Company or of any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by every owner hereof by the acceptance of this Bond of the Eighth Series and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of the Indenture. This Bond of the Eighth Series shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been executed by the Trustee or its successor in trust under said Indenture. IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this Bond of the Eighth Series to be executed in its name by the manual or facsimile signature of its Chairman of the Board or its President or one of its Vice Presidents, and its corporate seal to be impressed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. KANSAS CITY POWER & LIGHT COMPANY, Dated: By~---,,.--:-r~..---.-,:-:----,,-----~~ Authorized Signature Attest: Secretary or Assistant Secretary 7

The form of Trustee's certificate to appear on the Bond of the Eighth Series shall be substantially as follows: (FORM OF TRUSTEE'S CERTIFICATE) This Bond of the Eighth Series is the Bond of the series designated therein, described in the within-mentioned Indenture and Eighth Supplemental Indenture. UNITED MISSOURI BANK, N.A., as Trustee, By_ _ _~ - ~ ~ - - - - Authorized Signature ARTICLE II. ISSUE OF BOND OF THE EIGHTH SERIES. SECTION 1. The Bond of the Eighth Series may be executed, authenticated and delivered as permitted by the provisions of Article III, IV, V or VI of the Indenture. ARTICLE II I. THE TRUSTEE. SECTION I *. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as herein otherwise provided, no duties, res pons i bil it i es or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture; and this Supplemental Indenture is executed and accepted on beha1 f of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. 8

ARTICLE IV. MISCELLANEOUS PROVISIONS. SECTION 1. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Indenture, as amended, shall be deemed to be incorporated in, and made a part of, this Supplemental Indenture; and the Indenture as supplemented and amended by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture, as amended, and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. SECTION 2. Nothing in this Supplemental Indenture is intended, or shall be construed to give to any person or corporation, other than the parties hereto and the holders of Bond of the Eighth Series issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or 1n respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of Bond of the Eighth Series issued and to be issued under the Indenture and secured thereby. SECTION 3. All covenants, stipulations and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind and (subject to the provisions of the Indenture, as amended) inure to the benefit of its successors and assigns, whether so expressed or not. SECTION 4. The headings of the several Articles of this Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof. SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument. 9

IN WITNESS WHEREOF, KANSAS CITY POWER & LIGHT COMPANY has caused this S~pplemental Indenture to be executed by its Chairman of the Board or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by its Secretary or one of its Assistant secretaries, and UNITED MISSOURI BANK, N.A., as Trustee as aforesaid, has caused the same to be executed by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Secretaries, as of the day and year first above written. KANSAS CITY POWER & LIGHT COMPANY, By_.1../.:2,S/:..!cB~......lJ~*-=.:;Be::.:!a~yd::,:O~i...:.:.n_ _ (B. J. Beaudoin) ATTEST: ls/Jeanie Sell Latz (Jeanie Sell Latz) UNITED MISSOURI BANK, N.A., By ls/Frank C. Bramwell (Frank C. Bramwell) ATTEST: 

     /s/R. William Bloemker (R. William B1oemker) 10
                                      , ';~}~?/1{1:~:~~:;~'L.:~: .

STATE OF MISSOURI ) 

                    }   ss COUNTY OF JACKSON    }

On this 29th day of November, 1993, before me, a Notary Public in and for said County 1n the State aforesaid, personally appeared B. J. Beaudoin, to me personally known, who, being by me duly sworn, did say that he is Senior Vice President-Finance and Chief Financial Officer of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal aff;xed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said 8. J. Beaudoin acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. ls/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri (SEAL} My commission expires February 25, 1995 11

STATE OF MISSOURI ) 

                        } ss COUNTY OF JACKSON    )

On this 29th day of November, 1993, before me, a Notary Public in and for said County in the State aforesaid, personally appeared Frank C. Bramwell, to me personally known, who, being by me duly sworn, did say that he is a Vice President of UNITED MISSOURI BANK, N.A., a national banking association organized and existing under the laws of the United States of America, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Frank C. Bramwell acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntary executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. 

                                                     /s/Janee C. Rosenthal Janee C. Rosenthal Notary Public, Clay County, Missouri

{SEAL) My commission expires February 25, 1995 12 l

Exhibit 12.J GREAT PLAINS ENERGY INCORPORATED COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDEND REQUIREMENTS 2017 2016 2015 2014 2013 (millions) Net income (loss) $ (106.2) $ 290.0 $ 213.0 $ 242.8 $ 250.2 Add Equity investment (income) loss (2.5) (2.0) (1.2) 0.2 Income subtotal (108.7) 288.0 211.8 242.8 250.4 Add Income tax expense 233.3 172.2 122.7 115.7 129.2 Kansas City earnings tax 0.4 0.2 (0.5) 0.3 0.1 Total taxes on income 233.7 172.4 122.2 116.0 129.3 Interest on value ofleased property 4.9 5.1 5.2 5.2 5.5 Interest on long-term debt 252.9 199.8 193.9 195.0 195.5 Interest on short-term debt 13.1 13.5 6.1 5.1 7.6 Other interest expense and amortization 32.4 36.3 6.8 3.3 8.2 Total fixed charges 303.3 254.7 212.0 208.6 216.8 Preferred dividend requirements(h) (44.7) 26.3 (a) (a) (a) Combined fixed charges and preferred dividend requirements 258.6 281.0 212.0 208.6 216.8 Earnings before taxes on income and fixed charges $ 428.3 $ 715.l $ 546.0 $ 567.4 $ 596.5 Ratio of earnings to fixed charges 1.41 2.81 2.58 2.72 2.75 Ratio of earnings to combined fixed charges and preferred dividend requirements 1.66 2.54 2.58 2.72 2.75 (a} Prior to 2016, Great Plains Ener1,,y's preferred dividends were insignificant. (b) Preferred stock dividend requirements have been grossed up by the effective tax rate for the period. The negative preferred dividend requirement in 2017 is a result of Great Plains Energy's effective income tax rate of 183.5% in 20 l 7 that includes the impacts of non-deductible transaction costs related to the anticipated merger with Westar and the revaluation of deferred income taxes and other initial effects resulting from the enactment of U.S. federal income tax reform.

Exhibit 12.2 KANSAS CITY POWER & LIGHT COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2017 2016 2015 2014 2013 (millions) Net income $ 179.8 $ 225.0 $ 152.8 $ 162.4 $ 169.0 Add Income tax expense 128.2 121.9 76.8 75.7 79.8 Kansas City earnings tax 0.4 0.2 (0.5) 0.3 Total taxes on income 128.6 122.l 76.3 76.0 79.8 Interest on value of leased property 4.7 5.0 5.0 4.9 5 .I Interest on long-term debt 136.1 137.8 131.8 128.8 128.l Interest on short-term debt 5.0 3.3 4.0 2.9 3.4 Other interest expense and amortization 4.7 4.8 4.7 4.7 5.1 Total fixed charges 150.5 150.9 145.5 141.3 141.7 Earnings before taxes on income and fixed charges $ 458.9 $ 498.0 $ 374.6 $ 379.7 $ 390.5 Ratio of earnings to fixed charges 3.05 3.30 2.57 2.69 2.76

Exhibit 21.1 Subsidiaries of Great Plains Energy Incorporated (I) Name of Company State of Incorporation Kansas City Power & Light Company Missouri KCP&L Greater Missouri Operations Company Delaware (I) Certain subsidiaries of Great Plains Energy Incorporated have been omitted pursuant to Item 60 I (b )(21 )(ii) of Regulation S-K.

Exhibit 23 .1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement, as amended, No. 333-212513 on Form S-4, Registration Statement, as amended, No. 333-202692 on Form S-3 and Registration Statement No. 333-202693 on Form S-3 and Registration Statement Nos. 333-132828, 333-142774, 333-147939, 333-152313, 333-176840, and 333-180327 on Fom1 S-8 ofour reports dated February 21, 2018, relating to the consolidated financial statements and financial statement schedules of Great Plains Energy Incorporated and subsidiaries, and the effectiveness of Great Plains Energy Incorporated and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Fonn 10-K of Great Plains Energy Incorporated for the year ended December 31, 2017. ls/DELOITTE & TOUCHE LLP Kansas City, Missouri February 21, 2018

Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement, as amended, No. 333-202692-01 on Form S-3 of our reports dated February 21, 2018, relating to the consolidated financial statements and financial statement schedule of Kansas City Power & Light Company and subsidiaries, and the effectiveness of Kansas City Power & Light Company and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Fom1 10-K of Kansas City Power & Light Company for the year ended December 31, 2017. ls/DELOITTE & TOUCHE LLP Kansas City, Missouri February 21, 2018

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his tme and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Repo1t on Fom1 I 0-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13 1h day ofFebmary 2018. Isl David. L. Bodde David L. Bodde STATE OF MISSOURI ) 

                                                     )             ss COUNTY OF JACKSON                                )

On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Teny Bassham or Heather A. Humphrey, his ttue and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confinning all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnaty 2018. 

                                                            /s/ Randall C. Ferguson, Jr.

Randall C. Ferguson, Jr. STATE OF MISSOURI ) 

                                                  )             ss COUNTY OF JACKSON                                 )

On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Randall C. Ferguson, Jr., to be known to be the person described in and who executed the foregoing insttument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. 

                                                            /s/ Annette G. Carter N otaty Public My Commission Expires:

October 6, 2021

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnary 2018. 

                                                            /s/ Gary D. Forsee Gary D. Forsee ST A TE OF MISSOURI                               )
                                                   )            ss COUNTY OF JACKSON                                 )

On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Gary D. Forsee, to be known to be the person described in and who executeq the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of February 2018. Isl Scott D. Grimes Scott D. Grimes STATE OF MISSOURI ) 

                                                  )              ss COUNTY OF JACKSON                                )

On this 13th day of February 2018, before me the undersigned, a Notary Public, personally appeared Scott D. Grimes, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents. 1N WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebruaiy 2018. 

                                                            /s/ Thomas D. Hyde Thomas D. Hyde STATE OF MISSOURI                                  )
                                                    )            ss COUNTY OF JACKSON                                  )

On this 13th day of February 2018, before me the undersigned, a Notaiy Public, personally appeared Thomas D. Hyde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknow !edged that he executed the same as his free act and deed. 1N TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter N otaiy Public My Commission Expires: October 6, 2021

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her trne and lawfol attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Repo1t on Forn1 10-K and any amendments thereto, hereby granting unto such attorney and agent foll power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of Febrnmy 2018. Isl Ann D. Murtlow Ann D. Murtlow STATE OF MISSOURI ) 

                                                  )             ss COUNTY OF JACKSON                                )

On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Ann D. Murtlow, to be known to be the person described in and who executed the foregoing instrnment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her tme and Iawfol attorney and agent, with foll power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby gnmting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. Isl Sandra J. Price Sandra J. Price STATE OF MISSOURI ) 

                                                   )             ss COUNTY OF JACKSON                                 )

On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Sandra J. Price, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24. l POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Great Plains Energy Incorporated, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirn1ing all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnary 2018. Isl John J. Sherman John J. Sherman STATE OF MISSOURI ) 

                                                   )             ss COUNTY OF JACKSON                                  )

On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared John J. Shennan, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Cormnission Expires: October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. Isl David L. Bodde David L. Bodde ST A TE OF MISSOURI ) 

                                                 )              ss COUNTY OF JACKSON                                )

On this 13 1h day of February 2018, before me the undersigned, a Notary Public, personally appeared David L. Bodde, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. 

                                                                 /s/ Annette G. Carter Notary Public My Co1mnission Expires:

October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of February 2018. 

                                                            /s/ Randall C. Ferguson, Jr.

Randall C. Ferguson, Jr. STATE OF MISSOURI ) 

                                                   )              ss COUNTY OF JACKSON                                 )

On this 13th day ofFebruaiy 2018, before me the undersigned, a N otmy Public, personally appeared Randall C. Ferguson, Jr., to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. 

                                                                 /s/ Annette G. Carter Notary Public My Commission Expires:

October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. Isl Gar,y D. Forsee Gary D. Forsee STA TE OF MISSOURI ) 

                                                   )              ss COUNTY OF JACKSON                                 )

On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Gary D. Forsee, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. J IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebrnaiy 2018. Isl Scott D. Grimes Scott D. Grimes STATE OF MISSOURI ) 

                                                   )             ss COUNTY OF JACKSON                                  )

On this 13th day ofFebrnary 2018, before me the undersigned, a Notary Public, personally appeared Scott D. Grimes, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his ttue and lawful attorney and agent. with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Fonn 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmruy 2018. 

                                                            /s/ Thomas D. Hyde Thomas D. Hyde STA TE OF MISSOURI                              )
                                                 )              ss COUNTY OF JACKSON                               )

On this 13th day ofFebrnary 2018, before me the undersigned, a Nota1y Public, personally appeared Thomas D. Hyde, to be known to be the person described in and who executed the foregoing instmment. and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. 

                                                            /s/ Annette G. Carter Notary Public My C01mnission Expires:

October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her true and lawful attorney and agent, with full power and autho1ity to execute in the name and on behalf of the undersigned as such director an Annual Report on Form I 0-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. Isl Ann D. Murtlow Ann D. Murtlow STATE OF MISSOURI ) 

                                                   )             ss COUNTY OF JACKSON                                 )

On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Ann D. Murtlow, to be known to be the person described in and who executed the foregoing instrument, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, her true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby gmnting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confinning all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. Isl Sandra J. Price Sandra J. Price STA TE OF MISSOURI ) 

                                                 )               ss COUNTY OF JACKSON                                )

On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared Sandra J. Price, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that she executed the same as her free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. Isl Annette G. Carter Notary Public My Commission Expires: October 6, 2021

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director of Kansas City Power & Light Company, a Missouri corporation, does hereby constitute and appoint Terry Bassham or Heather A. Humphrey, his true and lawful attorney and agent, with full power and authority to execute in the name and on behalf of the undersigned as such director an Annual Report on Form 10-K and any amendments thereto, hereby granting unto such attorney and agent full power of substitution and revocation in the premises; and hereby ratifying and confirming all that such attorney and agent may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day ofFebmary 2018. 

                                                            /s/ John J. She1man John J. Sherman STATE OF MISSOURI                                )
                                                 )               ss COUNTY OF JACKSON                                )

On this 13th day ofFebmary 2018, before me the undersigned, a Notary Public, personally appeared John J. Shennan, to be known to be the person described in and who executed the foregoing instmment, and who, being by me first duly sworn, acknowledged that he executed the same as his free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written. 

                                                                  /s/ Annette G. Carter Notary Public My Commission Expires:

October 6, 2021

i Exhibit 31.1 CERTIFICATIONS I, Terry Bassham, certify that:

1. I have reviewed this annual report on Form I 0-K of Great Plains Energy Incoiporated;
2. Based on my knowledge, this report does not contain any untrue statement ofa 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 l 3a-15(e) and 1Sd-1 S(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-l S(f) and 1Sd-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour 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 contro 1over 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 puiposes 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: February 21, 2018 /s/ Teny Bassham Terry Bassham Chairman, Chief Executive Officer and President

Exhibit 31.2 CERTIFICATIONS I, Kevin E. Bryant, certify that:

1. I have reviewed this annual report on Fonn 10-K of Great Plains Energy Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement ofa 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 infonnation included in this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying office!{s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and l Sd-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 office!{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 oroperation 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: February 21, 2018 ls/Kevin E. B1Vant Kevin E. Bryant Senior Vice President - Finance and Strategy and Chief Financial Officer

Exhibit 31.3 CERTIFICATIONS I, Terry Bassham, certify that:

l. I have reviewed this annual report on Form 10-K of Kansas City Power & Light Company;
2. Based on my knowledge, this report docs not contain any untrue statement ofa 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 th is 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 officet(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-l 5(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules l 3a-l 5(f) and 15d-I5(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 ofthe 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: February 21,2018 Isl Terry Bassham Terry Bassham Chairman, ChiefExccutive Officer and President

Exhibit 31.4 CERTIFICATIONS I, Kevin E. Bryant, certify that: I. I have reviewed this annual report on Form 10-KofKansas City Power& Light Company;

2. Based on my knowledge, this report docs not contain any untrue statement ofa 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-l 5(e) and l 5d-l 5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-l 5(f) and l 5d-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 underour 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 ofthe end ofthe 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 oroperation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, sununarize 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: February 21, 2018 /s/ Kevin E. Bryant Kevin E. Bryant Senior Vice President - Finance and Strategy and Chief Financial Officer

Exhibit 32.1 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002 In connection with the Annual Report on Fonn 10-KofGreat Plains Energy Incoiporated (the "Company") for the annual period ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), Terry Bassham, as Chairman, President and Chief Executive Officer of the Company, and Kevin E. Bryant, as Senior Vice President - Finance and Strategy and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (I) The Report fully complies with the requirements of Section I 3(a) or l 5(d) of the Securities Exchange Act of 1934; and (2) The infonnation contained in the Report fairly presents, in all material respects, the financial condition and results ofopcrations ofthe Company. Isl Terry Bassham Name: Terry Bassham

Title:

Chainnan, President and Chief Executive Officer Date: February 21, 2018 

                     /s/Keyin E. Bzyant Name:                Kevin E. Bryant

Title:

Senior Vice President -Finance and Strategy and ChiefFinancial Officer Date: February 21, 2018

Exhibit 32.2 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002 In connection with the Annual Report on Form I 0-KofKansas City Power & Light Company (the "Company") for the annual period ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), Terry Bassham, as Chairman, President and ChiefExecutive Officer of the Company, and Kevin E. Bryant, as Senior Vice President - Finance and Strategy and ChiefFinancial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbancs-Oxley Act of 2002, that, to the best of his knowledge: (I) 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 ofoperations of the Company. Isl Terry Bassham Name: Terry Bassham

Title:

Chairman, President and Chief Executive Officer Date: February 21, 2018 Isl Kevin E. Bryant Name: Kevin E. Bryant

Title:

Senior Vice President - Finance and Strategy and ChiefFinancial Officer Date: February 21, 2018

Contents Page Financial Statements Page Organization and Resources .... .. .. ........... ....... ... 1 Balance Sheets ........... .. .. ......... ..... ..... .. .... .... 16-17 Leadership Message .... ...... ... ...... .. ....... ............ 2-5 Statements of Margin ..... ........... ....... ...... ..... .... .. 18 2017 Highlights .. .. .. .. ....... .... ............. ... ............. 6-8 Statements of Patronage Capital. .... .... ....... ...... 19 KEPCo Trustees and Managers ...... .... ......... .9-12 Statements of Cash Flows ... ........ .. .... .... .... ....... 20 Operating Statistics .. ....... .... ... ........ ............. ...... 13 Notes to Financial Statements ......... ..... .... ... 21 -40 Report of Independent Public Accountants .. 14-15 Mission & Vision Statement/ Area Map .. .... ..... .41 KEPCo Staff Marcus Harris ... ......... .... Executive Vice President Robert Hammersmith ........ ....... .. .. .. .... Sr. SCADA/ 

                                  & Chief Executive Officer                                                                    Metering Technician Mark Barbee .......... .. ......... .Senior Vice President                  Shari Koch .. ..... .... ..... ..... .... ... .Finance & Accounts of Engineering and Operations                                                            Payable/Payroll Specialist 2 Coleen Wells ...... ...... .. ....... Senior Vice President                  Melissa Kerstiens ... .. ... ... Administrative Assistant/
                                   & Chief Financial Officer                                                                            Receptionist Suzanne Lane ............ .Vice President - Member                           Mitch Long .............. ... ... ... .. ......... .. .... . Sr. SCADA/

Services and Government Affairs Metering Technician Stephanie Anderson ..... .............. ... .... ... .... Finance Matt Ottman .. .... lnformation System Specialist 2 

                                           & Benefits Analyst 2 Chris Davidson .......... ... .. .. ..... ... ........ ... .Engineer 3       John Payne ... .... ... ... ..... ... ...... .. ..... Senior Engineer Terry Deutscher .... ..... .. .... ....... .. Manager, SCADA                 Rita Petty ... .. .. ...... ... .. ... .... .... .. Executive Assistant
                                        & Meter Maintenance                                                 & Manager of Office Services Mark Doljac ......... .. . ... .. . ..... .. .Executive Director             Kelsey Schrempp ......... .. Administrative Assistant of Regulatory Affairs & Planning                                                                          & Benefits Specialist Carol Gardner ........... .......... Operations Analyst 2                    Paul Stone .... .......... ..... ..... .. ... ..... System Operator Shawn Geil. .. ............. .... .... ..... ..Executive Director            Jill Taggart ...... Director of Forecasting & Planning of Technical & Energy Services Phil Wages .. ..... ...... Director of Member Services, Maurice Hall. ...... Sr. SCADA/Metering Technician                                 Government Affairs & Business Development

Organization and Resources Kansas Electric Power Cooperative, Inc. (KEPCo) , headquartered in Topeka, Kansas , was incorporated in 1975 as a not-for-profit generation and transmission cooperative (G&T). It is KEPCo's responsibility to procure an adequate and reliable power supply for its nineteen distribution rural electric cooperative members at a reasonable cost. Through their combined resources, KEPCo members support a wide range of other services , such as rural economic development, marketing, power requirement and engineering studies, and rate design , among others . KEPCo is governed by a Board of Trustees representing its nineteen members which collectively serve more than 120,000 electric meters in two-thirds of Kansas . The KEPCo Board of Trustees meets reg ularly to establish policies and act on issues that often include recommendations from working committees of the Board and KEPCo staff. The Board also elects a seven-person Executive Committee which includes the President, Vice President, Secretary, Treasurer, and three additional Executive Committee members. KEPCo was granted a limited certificate of convenience and authority by the Kansas Corporation Commission in 1980 to act as a G&T public utility. KEPCo 's power supply resources consist of: 70 MW of owned generation from the Wolf Creek Generating Station ; 30 MW of owned generation from the Iatan 2 Generating Unit; the 20 MW Sharpe Generating Station located in Coffey County; Prairie Sky Solar, a 1 MW solar facility in Butler County; hydropower purchases of an equivalent 100 MW from the Southwestern Power Administration and 13 MW from the Western Area Power Administration ; and partial requirement power purchases from regional utilities. KEPCo is a Touchstone Energy Cooperative. Touchstone Energy is a nationwide alliance of more than 750 cooperatives committed to promoting the core strengths of electric cooperatives - integrity, accountability, innovation, personal service and a legacy of community commitment. The national program is anchored by the motto "The Power of Human Connections." Kansas Electric Power Cooperative, Inc. P.O. Box 4877 Topeka , KS 66604 600 SW Corporate View Topeka, KS 66615 (785) 273-7010 www.kepco .org A Touchstone Energy Cooperative ~T~ 1

2017 Message from Kevin Compton KEPCo President Marcus Harris Executive Vice President 

       & Chief Executive Officer Mr. Kevin Compton , KEPCo President, and Mr. Marcus Harris, KEPCo EVP &

CEO . The role and responsibility of a generation and transmission electric cooperative utility is many faceted . Securing a reliable , economic, and safe power supply has always been at the forefront of our obligation to KEPCo's member cooperatives. In 2016 , Westar Energy announced its plans to be acquired by Great Plains Energy (GPE) . KEPCo has a purchase power agreement with Westar Energy until 2045 , and has several other interests with Westar Energy and GPE. The acquisition of Westar Energy by GPE faced several regulatory approvals , one of which was by the Kansas Corporation Commission (KCC) . KEPCo intervened in the case to protect its interests and those of its member cooperatives . In April of 2017, the KCC ruled unanimously against the proposed acquisition , citing in their ruling many of the concerns made by KEPCo during the ~ hearing . i 

                                                                                                            ~

In August of 2017 , Westar Energy and GPE announced their intention of merging the two ~ companies as equals , rather than an acquisition , and subsequently filed the merger agreement with ~ the KCC and other regulatory bodies. KEPCo intervened in the proposed merger and will again monitor the merger proceedings with the intent of protecting the interests of KEPCo and its member cooperatives. A final ruling by the KCC is expected in June of 2018 . 2

In the ever-evolving world of technology, consumers are demanding choices that will allow them to manage their energy needs, both dependent and independent of the utility, reduce their environmental footprint, and have access to technology that allows them to be more productive, efficient, and comfortable in their day-to-day lives. Technologies such as photovoltaic units, battery storage , high-efficiency HVAC units, smart home devices, and electric vehicles are just a few on the list of products and services impacting the utility industry. KEPCo is studying these various technologies to find beneficial and economic ways for electric cooperative members to save energy through better products and innovative solutions . One technology that KEPCo invested a great deal of time researching and establishing a better understanding of in 2017 was electric vehicles and their impact to KEPCo when a significant number of vehicles in our members' territories is reached. Electric vehicles have the potential to impact the utility industry in ways no other technology has before and KEPCo fully supports their promotion and adoption . KEPCo views electric vehicles as a technology that holds promise of flattening our load duration curve, thus providing a positive economic impact to our member cooperatives. In support of the adoption of electric vehicles, KEPCo applied for a grant through the Kansas Department of Health and Environment to place thirty-eight electric vehicle charging stations within the service territories of KEPCo's nineteen member electric cooperatives. The grant money was made available as part of the Volkswagen settlement with the Environmental Protection Agency. Kansas will receive in excess of $15 million , to be dispersed over a ten-year period beginning in 2018. KEPCo installed its first utility-scale solar farm in 2017. Prairie Sky Solar was placed into service on February 21 and reduced KEPCo's power purchase obligations from other suppliers. Prairie Sky Solar was added to KEPCo's diverse energy mix to Prairie Sky Solar ribbon cutting with Governor Sam Brownback (third from left), supply energy throughout the KEPCo Board members, and KEPCo staff. year with the added benefit of offsetting capacity needs over KEPCo 's summer peak. As a bonus , with the addition of Prairie Sky Solar, KEPCo 's non-greenhouse gas emitting resource mix improved to where KEPCo now generates approximately 53% of its energy with non-greenhouse gas emitting resources. Not many utilities across the country can make such a claim . Tantamount to providing an economical power supply is the ability to control costs. As a transmission-dependent utility, KEPCo has been experiencing escalating transmission costs over the past few years, primarily attributed to the construction of renewable energy and associated transmission line build-out and significant investments in transmission infrastructure by area utilities . Recognizing this trend , the KEPCo Board of Trustees approved the necessary amendment to existing policies that will allow and enable KEPCo to participate in economically viable transmission projects in the future. This amendment is pending Rural Utilities Service (RUS) approval. 3

Critical to managing wholesale energy costs is the ability of KEPCo and its member cooperatives to control peak demand . For decades, KEPCo and its member cooperatives have managed peak loads using various demand-side management programs and incentives. KEPCo's demand management program has resulted in millions of dollars in savings for our member cooperatives and ultimately, the members of our member distribution cooperatives . To augment KEPCo's KEPCo member cooperative distributed generation . existing programs, KEPCo presented to the RUS an addendum to a current Board Policy that would allow KEPCo 's member cooperatives to add an additional ten percent in distributed generation, five percent of which will be solar generation , to the current five percent distributed generation allowance. The addendum, if approved , will provide our member cooperatives the ability to enhance their fiscal management controls by offsetting demand by utilizing their own generation . Through prudent and diligent fiscal management, KEPCo was able to return $15 million in 2017 to its member cooperatives through its Margin Stabilization Adjustment (MSA). The MSA was instituted in 2011 as a method to keep KEPCo 's margin in line with the budgeted amount. Since inception of the MSA, KEPCo has returned over $68 million to its member cooperatives. This year, two longtime, valued KEPCo employees announced their retirements . Mr. Les Evans, Senior Vice President and Chief 

                                                                                             ;.~1 Operating Officer, announced his retirement at the end of December, after dutifully serving KEPCo for 13 years. Mr. Evans will retain a relationship with KEPCo, working on power supply issues.                In             I \,

February, Ms. Betty Lesline, Receptionist/Administrative Assistant, retired , ending her 17-year career with KEPCo . We wish both Les and Betty a long and happy retirement. Les Evans Betty Lesline In June, KEPCo added Ms. Suzanne Lane to its senior staff as Director of Strategy. Ms. Lane was previously employed by Westar Energy, holding various positions in her 19-year tenure. Effective January 2018, four senior staff members were promoted . Ms. Lane was promoted to the Suzanne Lane Mark Barbee Mark Doljac Shawn Geil position of Vice President of Member Services and Government Affairs. Mr. Mark Barbee, Vice President of Engineering , was promoted to Senior Vice President of Engineering and Operations . With their new responsibilities , Ms. Lane and Mr. Barbee will share the duties of the retired Mr. Evans . Mr. Mark Doljac, Director of Rates and Regulation , and Mr. Shawn Geil , Director of Information Systems, were each promoted to Executive Director. 4

KEPCo also had changes in i~ Board room , as five Trustees retired during 2017 . KEPCo said goodbye to Mr. Dale Coomes, CEO of Heartland Electric Cooperative, Mr. Ken Dale Coomes Ken Maginley Bob Reece Leon Eck Dennis Peckman Maginley, Manager of Bluestem Electric Cooperative , Mr. Bob Reece, Manager of Flint Hills Electric Cooperative, Mr. Leon Eck, former KEPCo President (1993-1997) and KEPCo Alternate Trustee from Rolling Hills Electric Cooperative, and Mr. Dennis Peckman , KEPCo Trustee from Heartland Electric Cooperative , who have a combined KEPCo Board of Trustees service tenure of 151 years . During their careers , these gentlemen were involved in essentially every decision that was made in the past 30-plus years at KEPCo. Their depth and breadth of knowledge and experience will be missed . In November at KEPCo's annual meeting, Mr. Kevin Compton was unanimously re-elected to a second term as President of the KEPCo Board of Trustees . Mr. Compton is from Hiawatha, Kansas, and is the Vice President of the Brown-Atchison Electric Cooperative Board of Trustees. The KEPCo Executive Committee was also re-elected . As the utility industry continues to progress with and adapt to technological advancements, it is essential that KEPCo operates under the direction of a knowledgeable and proactive Board of Trustees. KEPCo is fortunate to have such a Board in place. Much appreciation and gratitude is extended to the KEPCo Board of Trustees for the knowledge and resolve demonstrated this past year on some difficult issues and the confidence the Board has in KEPCo staff to operate and manage KEPCo in a purposeful manner and serve rural Kansans with accountability, innovation , and a commitment to the communities served by our member cooperatives . 

                                                         ~~ - ~

Marcus Harris Kevin D. Compton KEPCo EVP & CEO KEPCo President 5

2017 KEPCo Highlights KEPCo's Marcus Harris, Bill Riggins, and Phil Wages, along with a contingent of another 20 Kansas electric cooperative representatives, attended the NRECA Legislative Conference in Washington , D.C. The Kansas contingent, along with over 2,000 electric cooperative representatives from across the country, conveyed industry issues to their respective Congressional leaders. Kansas electric cooperative representatives with Kansas Senator Pat Roberts. Safety of our employees is essential to the continued operational success of KEPCo. Appropriate safety meetings are held throughout the year for KEPCo staff KEPCo is proud to report there were no Jost time accidents recorded in 2017. KEPCo , along with representatives from several Kansas electric utilities , attended a Southwest Power Pool (SPP) meeting with Governor Sam Brownback, Kansas Senator Rob Olson , and Kansas Representative Joe Seiwert. Senior management of SPP presented information regarding transmission planning , the energy mix in the day-ahead market, cost allocation , governance, FERC Order 1000, and interregional seams issues. Kansas electric utility representatives with Governor Brownback at the SPP meeting . KEPCo completed 10-Year Power Cost Projections for five of KEPCo 's member cooperatives and completed 10-year Load Forecasts for four of KEPCo 's member cooperatives. 6

KEPCo Services, Inc. (KSI) , a wholly-owned subsidiary of KEPCo , completed its 20th year of operations. The staff of KSI completed several projects throughout the year, which included : the Prairie 

                                                                             *KSI Sky Solar Farm, which was brought on-line in February; an EPA/

KDHE air emissions test of KEPCo's Sharpe Generating Station ; KSl 's NERC compliance audit; two construction work plans and one sectionalizing study; assisting a member cooperative with damage assessment following winter storm Jupiter and the Eng ine ering 1 identification of $5 .5 million in repairs needed to restore the facilities to pre-disaster condition ; and replacing meter reading communication devices and associated software and hardware. The Wolf Creek Nuclear Generating Station performed exceptionally well and ran continuously in 2017. Wolf Creek set an annual generation record of 10,647,988 MWh and also set three of the top five all 

                                                -time monthly production records. This exceptional performance is indicative of the great strides Wolf Creek has made with regulatory and operational performance in recent years.

Wolf Creek Nuclear Generating Station KEPCo staff participated in the annual Southwest Power Pool (SPP) Legislative Conference. The conference was a three-day visit to Washington , D.C., centered around discussing issues impacting the electric utility industry and how Congress and the Administration are addressing these matters. The speakers for the conference included several experts in the energy industry, as well as members of Congress serving on jurisdictional energy committees and representing districts within the SPP region. KEPCo Staff also continued to work diligently with the KEC , Sunflower Electric, and Midwest Energy on legislative issues in Kansas and Representatives from Midwest Energy, KEPCo, Empire District, ITC, and Sunflower visit with Congresswoman Washington, D.C . Staff testified on several bills Lynn Jenkins during the SPP conference. in 2017 and tracked numerous pieces of legislation. 7

USDA KEPCo continues to work with its member cooperatives on an aggressive rural development program that has successfully created rural jobs and wealth retention in Rural Kansas. The USDA Rural Economic Development Loan D velopmen & Grant (REDLG) program provides zero interest loans to worthy projects . ommitl d lo th r tur or rur I o munil i . Per the mission of KEPCo, KEPCo staff continuously monitors, reviews, and evaluates all of the associated formula rates that impact KEPCo 's power supply and transmission costs. As part of that routine process, KEPCo staff discovered an error in both the Westar Generation Formula Rate and Transmission Formula Rate associated with property taxes. KEPCo staff will be reviewing Westar's filed documents to assure corrections are appropriate. Iatan 2, a coal-fired facility in Weston , Missouri, of which KEPCo has a partial ownership interest, provided KEPCo with nearly 11 % of its energy requirements in 2017. Iatan 2 is an 850 MW super-critical plant that utilizes state-of-the-art emission control systems and continues to be one of the most efficient and lowest greenhouse gas emitting coal plants in the U.S. Iatan 2, located in Weston , Missouri. Prairie Sky Solar went on-line in late February, producing 1,803 MWh in 2017 and averaging 841 kW during the four peak summer months. This performance reduced KEPCo 's demand costs for those months, and also reduced KEPCo's ratchet demand for the following eight months. Prairie Sky Solar, a one MW solar facility located in Butler County. 8

KEPCo Member Cooperatives Trustees, Alternates, and Managers Ark Valley Electric Cooperative Assn ., Inc. PO Box 1246, Hutchinson , KS 67504 620-662-6661 Trustee Rep. -- Joseph Seiwert Alternate Trustee -- Jackie Holmberg Manager -- Jackie Holmberg Joseph Seiwert Jackie Holmberg Bluestem Electric Cooperative, Inc. PO Box 5, Wamego , KS 66547 785-456-2212 PO Box 513 , Clay Center, KS 67432 785-632-3111 Trustee Rep. -- Kenneth J. Maginley Alternate Trustee -- Robert Ohlde Manager -- Kenneth J. Maginley Ken Maginley Bob Ohlde Brown-Atchison Electric Cooperative, Assn. , Inc. PO Box 230 , Horton , KS 66439 785-486-2117 Trustee Rep. -- Kevin Compton Alternate Trustee -- James Currie Manager -- James Currie Kevin Compton Jim Currie Butler Electric Cooperative Assn ., Inc. PO Box 1242, El Dorado , KS 67402 316-321-9600 Trustee Rep. -- Dale Short Alternate Trustee -- Riley Walters Manager -- Dale Short Dale Short Riley Walters Caney Valley Electric Cooperative Assn. , Inc. PO Box 308 , Cedar Vale, KS 67204 620-758-2262 Trustee Rep. -- Dwane Kessinger Alternate Trustee -- Allen A. Zadorozny Manager -- Allen A. Zadorozny Dwane Kessinger Allen Zadorozny 9

CMS Electric Cooperative, Inc. PO Box 790, Meade, KS 67864 620-873-2184 Trustee Rep. -- Kirk A. Thompson Alternate Trustee -- Clifford Friesen Manager -- Kirk A. Thompson Kirk Thompson Cliff Friesen DS&O Electric Cooperative, Inc. PO Box 286 , Solomon, KS 67480 785-655-2011 Trustee Rep. -- Dean Allison Alternate Trustee -- Tim Power Manager -- Tim Power Tim Power Flint Hills Electric Cooperative Assn ., Inc. PO Box B, Council Grove, KS 66846 620-767-5144 Trustee Rep . -- Robert E. Reece Alternate Trustee -- Terry Olsen Manager -- Robert E. Reece Bob Reece Terry Olsen (~', 

           . Heartland Rural Electric Cooperative , Inc.

PO Box 40, Girard , KS 66743 620-724-8251 Trustee Rep . -- H.H . Stockebrand Alternate Trustee -- Dale Coomes Manager -- Dale Coomes H.H. Stockebrand Dale Coomes LJEC PO Box 70 , McLouth , KS 66054 913-796-6111 Trustee Rep . -- Steven 0 . Foss Alternate Trustee -- Harlan Hunt Manager -- Steven 0. Foss Steven Foss Harlan Hunt Lyon-Coffey Electric Cooperative, Inc. 2731 Milo Terrace, Lebo , KS 66856 620-364-2116 Trustee Rep. -- Scott Whittington Alternate Trustee -- Robert Converse Manager -- Scott Whittington Scott Whittington Robert Converse 10

KEPCo Member Cooperatives Trustees, Alternates, and Managers Ninnescah Electric Cooperative Assn ., Inc. PO Box 967, Pratt, KS 67124 620-672-5538 Trustee Rep . -- Paul Unruh Alternate Trustee -- Teresa Miller Manager -- Teresa Miller Paul Unruh Teresa Miller Prairie Land Electric Cooperative, Inc. PO Box 360 , Norton , KS 67654 785-877-3323 District Office , Bird City 785-734-2311 District Office , Concordia 785-243-1750 Trustee Rep. -- Bill Peterson Alternate Trustee -- Allan J. Miller Bill Peterson Manager -- Allan J. Miller Allan Miller Radiant Electric Cooperative , Inc. PO Box 390, Fredonia , KS 66736 620-378-2161 Trustee Rep. -- Dennis Duft Alternate Trustee -- Tom Ayers Administrative Manager -- Leah Tind le Operations Manager -- Dennis Duft Dennis Duft Tom Ayers Leah Tindle Rolling Hills Electric Cooperative, Inc. PO Box 339 , Beloit, KS 67420 785-534-1601 Trustee Rep. -- Douglas J. Jackson Alternate Trustee -- Paul Wilson Manager -- Douglas J. Jackson Doug Jackson Paul Wilson Sedgwick County Electric Cooperative Assn ., Inc. PO Box 220 , Cheney, Ks 67025 316-542-3131 Trustee Rep. -- Don Metzen Alternate Trustee -- Rex Smith Manager -- Scott Ayres Don Metzen Rex Smith Scott Ayres 11

Sumner-Cowley Electric Cooperative , Inc. PO Box 220, Wellington, KS 67152 620-326-3356 Trustee Rep . -- John Schon Alternate Trustee -- Cletas Rains Manager -- Cletas Rains John Schon Cletas Rains Twin Valley Electric Cooperative , Inc. PO Box 368 , Altamont, KS 67330 620-784-5500 Trustee Rep. -- Bryan Coover Alternate Trustee -- Ron Holsteen Manager -- Ron Holsteen Bryan Coover Ron Holsteen Victory Electric Cooperative Assn. , Inc. PO Box 1335, Dodge City, KS 67801 620-227-2139 Trustee Rep. -- Shane Laws Alternate Trustee -- Daryl Tieben Manager -- Shane Laws Shane Laws Daryl Tieben 2017 - 2018 KEPCo Executive Committee Back row, left to right: Kevin Compton - President; Dale Short - Vice President; Dean Allison - Treasurer; Doug Jackson - Secretary. Front row, left to right: Steve Foss - Executive Comm ittee; Kirk Thompson - Executive Comm ittee; Scott Wh ittington - Executive Committee . 12

Operating Statistics 2,300,000 Operating Expenses f

l 0

-j KEPCo O&M Nuclear Fuel

c andA&G 2.6% Iatan 2 Fuel 1,800,000 5.1% 2.2%

ns lnteres C) Q) 5.6%

iE Depr. and Amort.

5.8% Wolf Creek O&M Purchased Power 1,300,000 andA&G 66.5% 2013 2014 2015 2016 2017 10.8% Year 500 Peak Demand 450 ~n:s 

~

n:s 400 C) (I)

il:

350 Sources of Energy 300 WAPA 2013 2014 2015 2016 2017 Year 85.0 Rates SWPA _ _ 11 .1% 8_ 65.0 Sunflower. 17.2% Wolf Creek 30.3% 45.0 2013 2014 2015 2016 2017 Year 13

INDEPENDENT AUDITORS' REPORT To the Board of Directors Kansas Electric Power Cooperative, Inc. Topeka , Kansas We have audited the accompanying consolidated financial statements of Kansas Electric Power Cooperative, Inc. and subsidiary ("KEPCo") , which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of margin , patronage capital , and cash flows for the years then ended , and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors ' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments , the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unmodified opinion on 2017 and our qualified audit opinion on 2016. Basis for Qualified Opinion As more fully described in Note 3 to the financial statements , certain depreciation and amortization methods have been used in the preparation of the 2016 consolidated financial statements which , in our opinion , are not in accordance with accounting principles generally accepted in the United States of America . The effects on the consolidated financial statements of the aforementioned departure are explained in Note 3. 14

Unmodified Opinion on 2017 and Qualified Opinion on 2016 In our opinion , except for the possible effects on the 2016 consolidated financial statements of the matters discussed in the Basis for Qualified Opinion paragraph, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of KEPCo as of December 31 , 2017 and 2016, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America . Changes in Accounting Principle As described in Note 1 to the financial statements, the Company adopted the prov1s1ons of Accounting Standards Updates 2016-01 and 2015-07 in 2016 . Our opinion is not modified with respect to these matters. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards , we also have issued our report dated April 13, 2018 , on our consideration of KEPCo 's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations , contracts , and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering KEPCo's internal control over financial reporting and compliance . Mayer Hoffman Mccann P.C . Topeka, Kansas April 13, 2018 15

Consolidated Balance Sheets Assets December 31 , 2017 2016 Utility Plant In-service $ 364,467,610 $ 358,299,394 Less allowances for depreciation (169,170,225) (162 ,033,119) Net in-service 195,297,385 196,266,275 Construction work in progress 11 ,885,675 13,587 ,572 Nuclear fuel (less accumulated amortization of 

      $25,160,432 and $21 ,184,282 for 2017 and 2016, respectively)                                               8,977,729                  7,671,517 Total utility plant                                          216,160,789                 217 ,525 ,364 Restricted Assets Investments in the National Utilities Cooperative Finance Corporation                                                     11 ,771 ,055                11 ,552,345 Decommissioning fund                                               25,502 ,604                 21 ,662,907 Investments in other associated organizations                           317,280                    306,626 Total restricted assets                                       37,590 ,939                 33,521 ,878 Current Assets Cash and cash equivalents                                          11 ,392,780                 13,097,952 Member account receivables                                         12,517 ,966                 13,584,071 Materials and supplies inventory                                     7,305,303                  6,587,450 Other assets and prepaid expenses                                       700,276                    699,538 Total current assets                                           31 ,916,325                 33,969,011 Other Long-term Assets Deferred charges Wolf Creek disallowed costs (less accumulated amortiza-tion of $19,015,820 and $18,692 ,371 for 2017 and 2016, respectively)                                               6,967,100                  7,290,549 Wolf Creek decommissioning regulatory asset                         (9 ,515,616)               (7,017,075)

Deferred incremental outage costs 717,688 2,421 ,944 Other deferred charges (less accumulated amortization of 

      $9,846,819 and $9,782 ,828 for 2017 and 2016, respectively)                                                  324,007                      6,664 Unamortized debt issuance costs                                                   9                      8,322 Other assets                                                             1,209,075                     311 ,016 Southwest Power Pool charges                                             1,831 ,866                 2,320,364 Prepaid pension cost                                                        679,041                    810,468 Total long-term assets                                            2,213,170                  6,152,252 Total assets                                               $ 287,881 ,223              $ 291 ,168,505 See Notes to the Consolidated Financial Statements 16

Consolidated Balance Sheets Patronage Capital and Liabilities December 31 , 2017 2016 Patronage Capital Memberships $ 3,200 $ 3,200 Patronage capital 81,084,265 78,731 ,784 Accum ulated other comprehensive loss (8 ,926,887) (8,440,302) Total patronage capital 72,160,578 70,294,682 Long-term Debt 152,297 ,209 151 ,532 ,880 Other Long-term Liabilities Wolf Creek decommissioning liability 20,589,586 19,418,417 Wolf Creek pension and postretirement benefit plans 12,926,862 12,469,376 Wolf Creek deferred compensation 1,360,660 1,319,029 Other deferred credits 176,979 9,250 Total other long-term liabilities 35,054,087 33,216,072 Current Liabilities Current maturities of long-term debt 8,460,122 11 ,129,805 Accounts payable 14,012,131 14,393,732 Payroll and payroll-related liabilities 257,810 233,212 Deferred revenue 4,063,942 8,704,942 Accrued property taxes 1,098,552 1,157,946 Accrued income taxes 759 479 Accrued interest payable 476,033 504 ,755 Total current liabilities 28,369,349 36,124,871 Total patronage capital and liabilities $ 287,881 ,223 $ 291 ,168,505 See Notes to the Consolidated Financial Statements 17

Consolidated Statements of Margin For the years ending December 31 , 2017 2016 Operating Revenues Sale of electric energy $ 153,163,951 $ 160,274,808 Operating Expenses Power purchased 101 ,329,950 106,192,839 Nuclear fuel 3,990,729 3,303,026 Plant operations 16,576 ,656 15,719,345 Plant maintenance 5,152,290 5,830,421 Administrative and general 7,473,429 7,050,359 Amortization of deferred charges 387,441 3,988,865 Depreciation and decommissioning 9,005,184 8,686,169 Total operating expenses 143,915,679 150,771 ,024 Net operating revenues 9,248 ,272 9,503,784 Interest and Other Deductions Interest on long-term debt 8,465,229 8,558,224 Amortization of debt issuance costs 8,313 15,391 Other deductions 169,056 139,195 Total interest and other deductions 8,642,598 8,712,810 Operating income 605,674 790,974 Other lncome/(Expense) Interest income 1,258,850 860,660 Other income 495 ,520 285,944 Income tax (7 ,563) (4,683) Total other income 1,746 ,807 1,141 ,921 Net margin $ 2,352,481 $ 1,932,895 Net Margin $ 2,352 ,481 $ 1,932,895 Other comprehensive loss Net loss arising during year on pension obligation (1 ,122,878) {1 ,716,993) Amortization of prior year service costs included in net periodic pension costs 636,293 561,421 Comprehensive income $ 1,865 ,896 $ 777,323 See Notes to the Consolidated Financial Statements 18

Consolidated Statements of Patronage Capital Accumulated Other Patronage Comprehensive Memberships Capital Income (Loss) Total Balance at December 31 , 2015 $ 3,200 $ 76,798,889 $ (7 ,284,730) $69,517,359 Net margin 1,932,895 1,932,895 Defined benefit pension plans: Net earnings arising during year (1 ,716,993) (1 ,716,993) Amortization of prior year service costs included in net periodic pension costs 561 ,421 561 ,421 Balance at December 31 , 2016 3,200 78,731 ,784 (8,440,302) 70,294,682 Net margin 2,352,481 2,352,481 Defined benefit pension plans: Net loss arising during year (1 , 122,878) (1 ,122,878) Amortization of prior year service costs included in net periodic pension costs 636,293 636,293 Balance at December 31 , 2017 $ 3,200 $ 81 ,084,265 $ (8,926,887) $72,160,578 See Notes to the Consolidated Financial Statements 19

Consolidated Statements of Cash Flows For the years ending December 31, 2017 2016 Cash Flows From Operating Activities Net margin $ 2,352,481 $ 1,932,895 Adjustments to reconcile net margin to net cash flows from operating activities Depreciation and amortization 8,498 ,847 8,173,568 Decommissioning 3,669 ,71 0 1,496,722 Amortization of nuclear fuel 3,976 ,149 3,294,777 Amortization of deferred charges 335,200 3,898 ,956 Amortization of deferred incremental outage costs 2,055 ,696 2,373 ,725 Amortization of debt issuance costs 8,313 15,391 Changes in Member accounts receivable 1,066 ,105 (1 ,590,640) Materials and supplies (7 17,853) 57 ,909 Other assets and prepaid expense (896 ,884) (3,509 ,895) Accounts payable (381 ,601 ) 1,340,474 Payroll and payroll-related liabilities 24,598 (8,141) Accrued property tax (59 ,394) (1 54,440) Accrued interest payable (28,722) (46,105) Accrued income taxes 280 525 Other long-term liabil ities 666 ,846 723 ,753 Prepaid pension cost 131,427 131,427 Deferred revenue (4,641 ,000) 2,600 ,736 Net cash flows from operating activities 16,060,1 98 20 ,731,637 Cash Flows From Investing Activities Additions to electrical plant (5, 831,470) (10,825,350) Additions to nuclear fuel (5,282 ,361 ) (2 ,506,622) (Additions)/reductions to deferred charges (32 9,094) 340 ,606 Additions to deferred incremental outage costs (351,440) (2,827,500) Investments in decommissioning fund assets (3, 839 ,697) (1 ,666 ,711) Investments in associated organizations (229 ,364) (468 ,165) Proceeds from the sale of property 3,410 23 ,079 Net cash flows from investing activities (15 ,860 ,016) (17,930 ,663) Cash Flows From Financing Activities Principal payments on long-term debt (6,558,200) (11,457 ,281 ) Proceeds from issuance of long-term debt 5,401 ,047 21 ,229,828 Payments unapplied (748,201) (5 ,782 ,990) Net cash flows from financing activities (1 ,905 ,354) 3,989,557 Net (decrease)/increase in cash and cash equivalents (1,705,172) 6,790,531 Cash an d Cash Equivalents, Begi nning of Year 13,097 ,952 6,307,421 Cash and Cash Equivalents, End of Year $ 11 ,392 ,780 $ 13,097 ,952 Supplementa l Disclosu re of Cash Flow Information Interest paid $ 8,663,000 $ 8,743 ,500 See Notes to the Consolidated Financial Statements 20

r-- 1 Notes to Consolidated Financial Statements (1) Nature of Operations and Summary of Significant Accounting Policies Nature of Operations - Kansas Electric Power Cooperative, Inc., and its subsidiary Uointly "KEPCo"), headquartered in Topeka , Kansas, was incorporated in 1975 as a tax-exempt generation and transmission cooperative (G&T) . KEPCo was granted a limited certificate of convenience and authority by the Kansas Corporation Commission (KCC) in 1980 to act as a G& T public utility. It is KEPCo's responsibility to procure an adequate and reliable power supply for its 19 distribution rural electric cooperative members pursuant to all requirements of its power supply contracts. KEPCo is governed by a board of trustees representing each of its 19 members, which collectively serve approximately 120,000 electric meters in rural Kansas . Recent Accounting Pronouncements - In January 2016, the Financial Accounting Standards Board (FASB) published Accounting Standards Update (ASU) No. 2016-01 , which , among other things , changes the presentation and disclosure requirements for non-public entities related to fair value disclosures required for financial instruments not recognized at fair value . Previous standards required the disclosure of the fair value of debt if a non-public entity had in excess of $100 million of assets. Under the new standard, non-public entities, regardless of size, no longer need to disclose the fair value of debt. The standard is not fully effective until periods beginning after December 15, 2018; however, early adoption of this specific change is permitted. Management has decided to early adopt this provision, and thus will no longer disclose the fair value of financial instruments that are not reported at fair value . In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) ." The ASU removes the requirement to categorize within the fair value hierarchy investments for wh ich fair values are estimated using the net asset value per share as a practical expedient provided by FASB Accounting Standards Codification ("ASC") 820 Fair Value Measurement. Disclosures about investments in certain entities that calculate net asset value per share are limited under this ASU to investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. The guidance requires retrospective application and is effective for fiscal years , and interim periods within those years , beginning after December 15, 2016. Early adoption is permitted . Management elected to early adopt the provisions of this new standard . The adoption has been reflected in Note 9 to the financial statements. System of Accounts - KEPCo maintains its accounting records substantially in accordance with the Rural Utilities Service (RUS) Uniform Systems of Accounts and in accordance with accounting practices prescribed by the KCC . Rates - Under a 2009 change in Kansas state law, KEPCo has elected to be exempt from KCC regulation for most purposes, including the setting of rates. Rates are set by action of the Board , subject only to statutory review by the KCC if demanded by four or more members. KEPCo's rates were last set by the KCC by an order effective September 1, 2008. KEPCo's rates now include an Energy Cost Adjustment (ECA) mechanism , an annual Demand Cost Adjustment (DCA) mechanism and a Margin Stabilization Adjustment (MSA) mechanism , allowing KEPCo to pass along increases in certain energy and demand costs to its member cooperatives . Principles of Consolidation - The consolidated financial statements include the accounts of Kansas Electric Power Cooperative, Inc. and its wholly owned subsidiary, KEPCo Services, Inc. Undivided interests in jointly owned generation facilities are consolidated on a pro rata basis. All material intercompany accounts and transactions have been eliminated in consolidation . 21

Notes to Consolidated Financial Statements Iatan 2 - Iatan 2 is an 850 MW high efficiency coal-fired power plant utilizing state-of-the-art environmental controls that became commercially operational December 31 , 2010. KEPCo owns a 3.53% share of Iatan 2, or 30 MW. Iatan 2, located in Weston , MO, is operated and majority owned by Kansas City Power & Light Company (KCPL) . KEPCo's undivided interest in Iatan 2 is consolidated on a pro rata basis. KEPCo is entitled to a proportionate share of the capacity and energy from Iatan 2, which is used to supplement a portion of KEPCo's members' requirements. KEPCo is billed on a daily basis for 3.53% of the operations, maintenance, administrative and general costs , and cost of plant additions related to Iatan 2. Wolf Creek Nuclear Operating Corporation - KEPCo owns 6% of Wolf Creek Nuclear Operating Corporation (WCNOC) , which is located near Burlington , Kansas . The remainder is owned by KCPL , 47% , and Kansas Gas & Electric Company (KGE) , 47% . KGE is a wholly owned subsidiary of Westar Energy, Inc. KCPL is a wholly owned subsidiary of Great Plains Energy, Inc. KEPCo's undivided interest in WCNOC is consolidated on a pro rata basis. KEPCo is entitled to a proportionate share of the capacity and energy from WCNOC, which is used to supplement a portion of KEPCo's members' requirements . KEPCo is billed on a daily basis for 6% of the operations, maintenance, administrative and general costs , and cost of plant additions related to WCNOC . WCNOC's operating license expires in 2045. WCNOC is regulated by the Nuclear Regulatory Commission (NRC) , with respect to licensing , operations and safety related requirements . WCNOC disposes of all classes of its low-level radioactive waste at existing thi rd-party repositories. Should disposal capability become unavailable, WCNOC is able to store its low-level radioactive waste in an on-site facility for up to three years under current regulations . Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period . Actual results could differ from those estimates. Management's estimates and assumptions include, but are not limited to , estimates of salvage values and estimated useful lives of fixed assets, estimated asset retirement obligations, incremental outage costs and pension and postretirement liability costs . Management's estimates and assumptions are derived from and are continually evaluated based upon available information , judgment and experience. Utility Plant and Depreciation - Utility plant is stated at cost. Cost and additions to utility plant include contractual work, direct labor, materials and interest on funds used during construction . No interest has been capitalized in 2017 and 2016. The cost of repairs and minor replacements are charged to operating expenses as appropriate. The original cost of utility plant retired and the cost of removal less salvage are charged to accumulated depreciation . The composite depreciation rates for electric generation plant for the years ended December 31 , 2017 and 2016 are 4.09% and 3.92% , respectively. The provision for depreciation computed on a straight-line basis for electric and other components of utility plant is as follows : Transportation and equipment 25-33 years Office furniture and fixtures 10-20 years Leasehold improvements 20 years Transmission equipment (metering , communication and SCADA) 1O years Nuclear Fuel - The cost of nuclear fuel in the process of refinement, conversion , en richment and fabrication is recorded as a utility plant asset at original cost and is amortized to nuclear fuel expenses based upon the quantity of heat produced for the generation of electric power. 22

Notes to Consolidated Financial Statements Nuclear Decommissioning - Nuclear decommissioning is a nuclear industry term for the permanent shutdown of a nuclear power plant and the removal of radioactive components in accordance with NRC requirements . The NRC will terminate a plant's license and release the property for unrestricted use when a company has reduced the residual radioactivity of a nuclear plant to a level mandated by the NRC. The NRC requires companies with nuclear plants to prepare formal financial plans to fund nuclear decommissioning . These plans are designed so that sufficient funds required for nuclear decommissioning will be accumulated prior to the expiration of the license of the related nuclear power plant. WCNOC files a nuclear decommissioning site study with the KCC every three years . The KCC reviews nuclear decommissioning plans in two phases. Phase one is the approval of the revised nuclear decommissioning study including the estimated costs to decommission the plant. Phase two involves the review and approval of a funding schedule prepared by the owner of the plant detailing how it plans to fund the future-year dollar amount of its pro rata share of the decommissioning costs . In 20 14, the nuclear decommissioning study was revised. Based on the study, KEPCo 's share of decommissioning costs , including decontamination , dismantling and site restoration , is estimated to be 

  $45.9 million. This amount compares to the prior site study estimate of $37 .8 million. The site study cost estimate represents the estimate to decommission WC NOC as of the site study year. The actual nuclear decommissioning costs may vary from the estimates because of changes in regulations and technologies as well as changes in costs for labor, materials, and equipment.

KEPCo is allowed to recover nuclear decommissioning costs in its prices over a period equal to the operating license of WCNOC , which is through 2045. The NRC requires that funds sufficient to meet nuclear decommissioning obligations be held in a trust. KEPCo believes that the KCC approved funding level will also be sufficient to meet the NRC requirement. The consolidated financial results would be materially affected if KEPCo was not allowed to recover in its prices the full amount of the funding requirement. KEPCo recovered in its prices and deposited in an external trust fund for nuclear decommissioning approximately $0.5 million in 2017 and $0.5 million in 2016. KEPCo records its investment in the nuclear decommissioning trust (NOT) fund at fair value , which approximated $25.5 million and $21 .7 million as of December 31 , 2017 and 2016, respectively . Asset retirement obligation - KEPCo recognizes and estimates the legal obligation associated with the cost to decommission WCNOC . KEPCo initially recognized an asset retirement obligation at fair value for the estimated cost with a corresponding amount capitalized as part of the cost of the related long-lived asset and depreciated over the useful life. A reconciliation of the asset retirement obligation for the years ended December 31 , 2017 and 2016 is as follows: 2017 2016 Balance at January 1 $ 19,418,417 $ 18,314,245 Accretion 1,171 ,169 1,104,172 Balance at December 31 $ 20,589,586 $ 19,418,417 Any net margin effects are deferred in the Wolf Creek decommissioning regulatory asset and will be collected from members' in future electric rates . 23

Notes to Consolidated Financial Statements Cash and Cash Equivalents - All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consisted primarily of repurchase agreements, money market accounts and certificates of deposit. The Federal Deposit Insurance Corporation insures amounts held by each institution in the organization 's name up to $250,000 . At various times during the fiscal year, the organization 's cash in bank balances exceeded the federally insured limits. KEPCo's repurchase agreements have collateral pledged by a financial institution, which are securities that are backed by the federal government. Accounts Receivable - Accounts receivable are stated at the amount billed to members and customers . KEPCo provides allowances for doubtful accounts, which is based upon a review of outstanding receivables , historical collection information and existing economic conditions. No allowance was recorded at December 31 , 2017 and 2016. Materials and Supplies Inventory - Materials and supplies inventory are valued at average cost. Unamortized Debt Issuance Costs - Unamortized debt issue costs relate to the issuance of the floating/fixed rate pollution control revenue bonds, mortgage notes payable to the National Rural Utilities Cooperative Finance Corporation (CFC) trusts and fees for re-pricing the Federal Financing Bank (FFB) debt. These costs are being amortized using the effective interest method over the remaining life of the bonds and notes. Cash Surrender Value of Life Insurance Contracts - The following amounts related to WCNOC corporate-owned life insurance contracts , primarily with one highly rated major insurance company, are included in other long-term assets on the consolidated balance sheets. 20 17 2016 Cash surrender value of contracts $ 8,183,622 $ 7,797,588 Borrowings against contracts (7 ,900,835) (7,528,198) 

                                                                   $       282,787       $    269,390 Borrowings against contracts include a prepaid interest charge . KEPCo pays interest on these borrowings at a rate of 5.00% for the years ended December 31 , 2017 and 2016.

Revenues - Revenues are recogn ized during the month the electricity is sold . Revenues from the sale of electricity are recorded based on usage by member cooperatives and customers and on contracts and scheduled power usages as appropriate. Income Taxes - As a tax-exempt cooperative , KEPCo is exempt from income taxes under Section 501 (c)(12) of the Internal Revenue Code of 1986, as amended . Accordingly, provisions for income taxes have not been reflected in the accompanying consolidated financial statements. KEPCo Services , Inc., a subsidiary of Kansas Electric Power Cooperative, Inc., is not exempt from income taxes . Investments - Investments in associated organizations are carried at cost and are classified as held to maturity securities . 24

Notes to Consolidated Financial Statements (2) Factors That Could Affect Future Operating Results KEPCo currently applies accounting standards that recognize the economic effects of rate regulation and , accordingly, has recorded regulatory assets and liabilities related to its generation and transmission operations in accordance with Financial Accounting Standards Board (FASS) Accounting Standards Codification (ASC) 980, Regulated Operations. In the event KEPCo determines that it no longer meets the criteria of ASC 980, the accounting impact could be a noncash charge to operations of an amount that would be material. Criteria that could give rise to the discontinuance of ASC 980 include:

1) increasing competition that restricts KEPCo's ability to establish prices to recover specific costs and
2) a significant change in the manner in which rates are set by regulators from a cost-based regulation to another form of regulation . KEPCo periodically reviews these criteria to ensure the continuing application of ASC 980 is appropriate. Any changes that would require KEPCo to discontinue the application of ASC 980 due to increased competition , regulatory changes or other events may significantly impact the valuation of KEPCo's investment in utility plant, its investment in Wolf Creek and necessitate the write-off of regulatory assets. At this time, the effect of competition and the amount of regulatory assets that could be recovered in such an environment cannot be predicted.

The 1992 Energy Policy Act began the process of restructuring the United States electric utility industry by permitting the Federal Energy Regulatory Commission to order electric utilities to allow third parties to sell electric power to wholesale customers over their transmission systems. KEPCo has elected to deregulate its rate making for sales to its members under recent statutory amendments. Subject to the possibility of KCC review, KEPCo's member rates are now set by action of the Board . KEPCo's ability to timely recover its costs is enhanced by this change. (3) Departures From Generally Accepted Accounting Principles Wolf Creek Disallowed Costs - Effective October 1, 1985, the KCC issued a rate order relating to KEPCo's investment in WCNOC , which disallowed $26.0 million of KEPCo's investment in Wolf Creek ($7.0 million and $7.3 million net of accumulated amortization as of December 31 , 2017 and 2016, respectively) . A subsequent rate order, effective February 1, 1987, allows KEPCo to recover these disallowed costs and other costs related to the disallowed portion (recorded as deferred charges) for the period from September 3, 1985 through January 31 , 1987, over a 27 .736-year period starting February 1, 1987. Pursuant to a KCC rate order dated December 30, 1998, the disallowed portion's recovery period was extended to a 30-year period . Through December 31 , 2001 , KEPCo used the present worth (sinking fund) method to recover the disallowed costs , which enabled it to meet the times-interest-earned ratio and debt service requirements in the KCC rate order dated January 30, 1987. The method used by KEPCo through 2001 constituted a phase-in plan that did not meet the requirements of ASC 980-340, Regulated Operations, Other Assets and Deferred Costs. Effective February 1, 2002, the KCC issued an order permitting recovery in rates of the $6.5 million cumulative difference between historical present worth (sinking fund) and straight-line amortization of WCNOC disallowed costs over a 15-year period. Such depreciation practice does not constitute a 282 phase-in plan that meets the requirements of ASC 980-340.If the disallowed costs were recovered using a method in accordance with U.S. generally accepted accounting principles , the costs would have been expensed in their entirety upon implementation of the KCC order, with a corresponding decrease in patronage capital. Amortization of the WCNOC disallowed costs is included in amortization of disallowed charges and amounts to $0.4 million for the year ended December 31 , 2016. As of December 31 , 2016, the disallowed costs were fully amortized . Effective February 1, 1987, the KCC issued an order to KEPCo requiring the use of present worth (sinking fund) depreciation and amortization . Such depreciation and amortization methods constituted phase-in plans that did not meet the requirements of ASC 980-340 Regulated Operation, Other Assets and Deferred Costs. 25

Notes to Consolidated Financial Statements Effective February 1, 2002, the KCC issued an order that extended the depreciable life of WCNOC from 40 years to 60 years . This order also permitted recovery in rates of the $53.5 million cumulative difference between historical present worth (sinking fund) depreciation and amortization and straight-line depreciation and amortization of the WCNOC generation plant and disallowed costs over a 15-year period . Recovery of these costs in rates is included in operating revenues , and the related amortization expense is included in deferred charges in the consolidated statements of margin . Amortization of the WCNOC deferred plant costs is included in amortization of deferred charges and amounts to $3.6 million fo r the year ended December 31 , 2016. As of December 31 , 2016, the deferred plant costs were fully amortized. If the deferred plant costs were recovered using a method in accordance with accounting principles generally accepted in the United States of America , the costs wou ld have been expensed in their entirety upon implementation of the KCC order, with a corresponding decrease in patronage capital. The effect of these departures from accounting principles generally accepted in the United States of America is to overstate (understate) the following items in the consolidated financial statements by the following amounts: 2017 2016 Deferred charges $ $ Patronage capital $ $ Net margin $ $ (3,563,634) As of 2017 , KEPCo is no longer under this method of amortization and is in compliance with accounting principles generally accepted in the United States of America . (4) Investments in Associated Organizations At December 31 , 2017 and 2016, investments in associated organizations consisted of the following : 2017 2016 National Utilities Cooperative Financial Corporation Memberships $ 1,000 $ 1,000 Capital term certificates 395,970 395,970 Patronage capital certificates 2,095 ,294 1,831 ,901 Equity term certificates 9,278,791 9,323,474 Total NUCFC 11 ,771,055 11 ,552,345 Other 317,280 306,626 Total investments in associated organizations $ 12,088,335 $ 11 ,858,971 26

1-Notes to Consolidated Financial Statements (5) Deferred Charges Deferred Incremental Outage Costs - In 1991 , the KCC issued an order that allowed KEPCo to defer its 6% share of the incremental operating , maintenance and replacement power costs associated with the periodic refueling of WCNOC . Such costs are deferred during each refueling outage and are being amortized over the approximate 18-month operating cycle coinciding with the recognition of the related revenues . Additions to the deferred incremental outage costs were $0.4 million and $2.8 million in 2017 and 2016, respectively. The current year amortization of the deferred incremental outage costs was $2 .1 million and $2.4 million in 2017 and 2016, respectively. Other Deferred Charges - KEPCo includes in other deferred charges the early call premium resulting from refinancing . These early call premiums are amortized using the effective interest method over the remaining life of the new agreements. (6) Southwest Power Pool Charges During 2016, KEPCo was assessed historical charges in the amount of $2,442,488 from Southwest Power Pool related to the Z2 billing issue for generation system upgrades from 2008-2016. The total amount of historical charges was paid in October 2016, and will be amortized over a five year period , ending October 2021. Balance as of December 31 , 2017 and 2016 was $1 ,831 ,866 and $2,320,364, respectively. Accumulated amortization as of December 2017 and 2016 was $610,622 and $122 ,124, respectively. (7) Line of Credit At December 31 , 2017, KEPCo has a $10 million line of credit available with CoBank, ACB. There were no funds borrowed against the line of credit at December 31 , 2017 or 2016. Interest rate options, as selected by KEPCo , are a weekly quoted variable rate in which CoBank establishes a rate on the first business day of each week or a LIBOR option at a fixed rate equal to LIBOR plus 1.6% . This line of credit expires July 31 , 2018. As of December 31 , 2017, KEPCo has a $20 million line of credit available with the CFC . There were no funds borrowed against the line of credit at December 31 , 2017 . The line of credit requires KEPCo to pay down the balance to zero within 36 months of the effective date. The interest rate varies and was 2.75% at December 31 , 2017. This line of credit expires on March 03, 2020 . (8) Long-Term Debt Long-term debt consists of mortgage notes payable to the United States of America acting through the FFB, the CFC and others. Substantially all of KEPCo's assets are pledged as collateral. 27

Notes to Consolidated Financial Statements The terms of the notes as of December 31 are as follows : 2017 2016 Mortgage notes payable to the FFB at fixed rates varying from .818% to 6.00%, payable in quarterly installments through 2043 $ 68,402,358 $ 65,406,702 Mortgage notes payable to the Granter Trust Series 1997 at a rate of 7.522%, payable semi-annually, principal payments commencing in 1999 and continuing annually through 2017 3,240,000 Note payable to CoBank at a rate of 3.03%, payable in quarterly installments through 2023 738,760 866,802 Mortgage notes payable, equity certificate loans and member capital security notes to the CFC at fixed rates of 3.25% to 7.50% , payable quarterly through 2045 91,616,213 93,149,181 160,757,331 162,662,685 Less current maturities (8,460,122) (11 ,129,805) 

                                                                 $ 152,297,209           $ 151,532,880 Aggregate maturities of long-term debt for the next five years and thereafter are as follows:

2018 $ 8,460,122 2019 8,909,621 2020 9,056,719 2021 8,133,840 2022 8,281 ,681 Thereafter 117,915,348 

                                                                                        $ 16017571331 Restrictive covenants related to the CFC debt require KEPCo to design rates that would enable it to maintain a times-interest earned ratio of at least 1.05 and debt-service coverage ratio of at least 1.0, on average, in the two best years out of the three most recent calendar years . The covenants also prohibit distribution of net patronage capital or margins until , after giving effect to any such distribution, total patronage capital equals or exceeds 20% of total assets, unless such distribution is approved by the RUS. KEPCo was in compliance with such restrictive covenants as of December 31 , 2017 and 2016.

Restriction covenants related to the CoBank debt require KEPCo to de$ign rates that would enable it to maintain a debt-service coverage ratio , as defined by CoBank of at least 1.10. KEPCo was in compliance with the restrictive covenant as of December 31 , 2017 and 2016. 28

Notes to Consolidated Financial Statements In 1997, KEPCo refinanced its mortgage notes payable to the 1988 CFC Grantor Trust through the establishment of a new CFC Grantor Trust Series 1997 (the Series 1997 Trust) by CFC . This refinancing reduced the guaranteed interest rate payable on the mortgage notes to a fixed rate of 7.522%. The mortgage notes payable are pre-payable at any time with no prepayment penalties. The Trust holds certain rights the Cooperative assigned to the Trust under an interest rate swap agreement. The swap agreement was put into place in order to mitigate the interest rate risk inherent in the Trust, which holds a fixed rate asset with a variable rate obligation. The swap agreement terminates in 2017, but is subject to early termination upon the early redemption of the debt. However, any termination costs relating to the termination of the assigned interest rate swaps is KEPCo's responsibility. At December 31 , 2016, the termination obligation associated with the assigned swap agreement to early retire the mortgage notes payable is approximately $186,800. Until the termination date, KEPCo was exposed to possible credit loss in the event of noncompliance by the counterparty to the swap agreement. However, KEPCo did not anticipate nonperformance by the counterparty. The mortgage notes payable were paid off in 2017 in line with the agreement. (9) Benefit Plans National Rural Electric Cooperative Association (NRECA) Retirement and Security Program KEPCo participates in the NRECA Retirement and Security Program (RS Plan) for its employees. The NRECA is a defined benefit pension plan qualified under Section 401 and tax-exempt under Section 501 (a) of the Internal Revenue Code . It is a multiemployer plan under the accounting standards. The plan sponsor's Employer Identification Number is 53-0116145 and the Plan Number is 333. A unique characteristic of a multiemployer plan compared to a single employer plan is that all plan assets are available to pay benefits of any plan participant. Separate asset accounts are not maintained for participating employers. This means that assets contributed by one employer may be used to provide benefits to employees of other participating employers . KEPCo's contributions to the RS Plan in 2017 and 2016 represented less than 5 percent of the total contributions made to the plan by all participating employers. KEPCo made contributions to the RS Plan of $490,000, and $470,000, for the years ended December 31 , 2017 and 2016 , respectively. There have been no significant changes that affect the comparability of 2017 and 2016 contributions . For the RS Plan , a "zone status" determination is not required , and therefore not determined , under the Pension Protection Act (PPA) of 2006. In addition , the accumulated benefit obligations and plan assets are not determined or allocated separately by individual employer. In total , the RS Plan was over 80 percent funded on January 1, 2017 and over 80 percent funded on January 1, 2016 based on the PPA funding target and PPA actuarial value of assets on those dates. Because the provisions of the PPA do not apply to the RS Plan , funding improvement plans and surcharges are not applicable. Future contribution requirements are determined each year as part of the actuarial valuation of the plan and may change as a result of plan experience. At the December 2012 meeting of the Insurance and Financial Services Committee of the NRECA Board of Directors , the Committee approved an option to allow participating cooperatives in the RS Plan to make a contribution prepayment and reduce future required contributions . The prepayment amount is a cooperative's share, as of January 1, 2013, of future contributions required to fund the RS Plan 's unfunded value of benefits earned to date using RS Plan actuarial valuation assumptions. The prepayment amount will typically equal approximately 2.5 times a cooperative 's annual RS Plan required contribution as of January 1, 2013. After making the prepayment, for most cooperatives the billing rate is reduced by approximately 25% , retroactive to the January 1st of the year in which the amount is paid to the RS Plan . 29

Notes to Consolidated Financial Statements The 25% differential in billing rates is expected to continue for approximately 15 years from January 1, 2013. However, changes in interest rates , asset returns and other plan experience different from expected, plan assumption changes and other factors may have an impact on the differential in billing rates and the 15 year period . NRECA Savings 401 (k) Plan - All employees of KEPCo are eligible to participate in the NRECA Savings 401 (k) Plan. Under the plan, KEPCo contributes an amount not to exceed 5% , dependent upon each employee's level of participation and completion of one year of service, of the respective employee's base pay to provide additional retirement benefits. KEPCo contributed approximately 

  $120,000 to the plan for each of the years ended December 31 , 2017 and 2016.

WCNOC Pension and Postretirement Plans - KEPCo has an obligation to the WCNOC retirement, supplemental retirement and postretirement medical plans for its 6% ownership interest in Wolf Creek. The plans provide for benefits upon retirement, normally at age 65. In accordance with the Employee Retirement Income Security Act of 1974, KEPCo has satisfied its minimum funding requirements. Benefits under the plans reflect the employee's compensation , years of service and age at retirement. 30

Notes to Consolidated Financial Statements WCNOC uses a measurement date of December 31 for its retirement plan, supplemental retirement plan and postretirement plan (collectively, the Plans) . Information about KEPCo's 6% of the Plans' funded status follows : Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Change in benefit obligation: Benefit obligation , beginning of year $ 29,237,240 $ 26,351 ,186 $ 921 ,124 $ 994,854 Service cost 995,723 861 ,508 18,668 16,209 Interest cost 1,263,807 1,232 ,522 35,708 41 ,529 Plan participants' contributions 139,866 126,206 Benefits paid (1 ,069,863) (890,285) (207 ,201 ) (195,427) Actuarial losses (gains) 2,990,128 {857 ,971} {12 ,580} {62 ,247} Benefit obligations, end of year 33,417,035 26,696,960 895,585 921 ,124 Change in plan assets: Fair value of plan assets, beginning of year 17,704,794 15,526,150 2,193 13,370 Actual return on plan assets 3,198,260 1,144,696 5,923 (456) Employer contributions 1,537 ,920 1,891 ,919 59,552 58,500 Plan participants' contributions 139,866 126,206 Benefits paid {1,037,549} {857 ,971} {207 ,201} {195,427} Fair value of plan assets, end of year 21,403,425 17,704,794 333 2,193 Funded status, end of year $ (12,013,610) $ (11 ,532,445) $ (895,252) $ (918,931) 31

Notes to Consolidated Financial Statements Amounts recognized in the consolidated balance sheets: 2017 2016 Other long-term liabilities WCNOC pension and postretirement benefit plans $ 12,908,862 $ 12,451 ,376 WCNOC provision for injuries 18,000 18,000 Total other long-term liabilities $ 12,926,862 $ 12,469,376 Amounts recognized in accumulated other comprehensive (loss) income not yet recognized as components of net periodic benefit cost consist of: Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Net (loss)/gain $ {8 ,972,567) $ (8,466,849) $ 95,536 $ 83,474 Prior service cost (49,856) (56,927) 

                                    $ ~9 ,022,423l          $ ~8,523,776l     $     95,536         $     83,474 Information for the pension plan with an accumulated benefit obligation in excess of plan assets:

Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Projected benefit obligation $33,417,035 $29,237 ,239 $ 895,585 $ 921 ,124 Accumulated benefit obligation $29,346,792 $25,782,492 $ $ Fair value of plan assets $21,403,425 $17,704 ,794 $ 333 $ 2,193 Weighted average actuarial assumptions used to determine net periodic benefit obligation : Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Discount rate 3.73/3.63% 4.26% 3.56% 3.95% Annual salary increase rate 4.00% 4.00% N/A N/A WCNOC uses a measurement date of December 31 for its pension and post-retirement benefit plans. The discount rate to determine the current year pension obligation and the following year's pension expense is based on a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high quality, non-callable corporate bonds that generate a sufficient cash flow to provide for the projected benefit payments of the plan . After the bond portfolio is selected, a single interest rate is determined that equates the present va lue of the plan 's projected benefit payments discounted at this rate with the market value of the bonds selected. 32

Notes to Consolidated Financial Statements Pension Benefits Postretirement Benefits 2017 2016 2017 2016 Components of net periodic cost (benefit) : Service cost $ 995,723 $ 861 ,508 $ 18,669 $ 16,209 Interest cost 1,263,807 1,232 ,522 35,709 41,529 Expected return on plan assets (1 ,349,514) (1 ,241,172) Amortization: Transition obligation , net Prior service cost 7,071 7,071 Actuarial loss, net 635,663 556 ,200 (6,441) {1 ,850) Net periodic cost 1,552 ,750 1,416,129 47,937 55,888 Other changes in plan obligations recognized in other comprehensive income: Current year actuarial loss (gain) 1,141 ,381 1,778,784 (18,503) (61 ,791) Amortization of actuarial loss (635,663) (556 ,200) 6,441 1,850 Amortization of prior service cost (7 ,071) (7 ,071) Amortization of transition obligation Total recognized in other comprehensive income 498,647 1,215,513 (12,062) (59,941) Total recognized in net periodic cost and other comprehensive income $ 2,051,397 $ 2,631,642 $ 35,875 $ (4 ,054) Weighted average actuarial assumptions used to determine net periodic cost: Discount rate 4.26/4.06% 4 .61% 3.95% 4.27% Expected long term return on plan assets 7.25% 7.25% N/A N/A Compensation rate increase 4.00% 4.00% NIA N/A 33

Notes to Consolidated Financial Statements KEPCo estimates they will amortize the following amounts into net periodic cost in 2018: Pension Postretirement Benefits Benefits Actuarial loss $ 850,889 $ (7 ,354) Prior service cost 7,071 Total $ 857,960 $ {7,354) The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plans' investment portfolios. Assumed projected rates of return for each asset class were selected after analyzing long-term historical experience and future expectations of the volatility of the various asset classes. Based on target asset allocations for each asset class, the overall expected rate of return for the portfolios was developed , adjusted for historical and expected experience of active portfolio management results compared to benchmark returns and for the effect of expenses paid from plan assets . For measurement purposes , the assumed annual health care cost growth rates were as follows : 2017 2016 Health care cost trend rate assumed for next year 6.00% 6.50% Rate to which the cost trend rate is assumed to decline 5.00% 5.00% Year that the rate reaches the ultimate trend rate 2020 2020 The health care cost trend rate affects the projected benefit obligation. A 1% change in assumed health care cost growth rates would have effects shown in the following table : One percentage One percentage point increase point decrease Effect on total service and interest cost $ (1 ,156) $ 1,253 Effect on post-retirement benefit obligation $ (16 ,058) $ 18,155 WCNOC pension and post-retirement plan investment strategy is to manage assets in a prudent manner with regard to preserving principal while providing reasonable returns . It has adopted a long-term investment horizon such that the chances and duration of investment losses are carefully weighed against the long-term potential for appreciation of assets. Part of its strategy includes managing interest rate sensitivity of plan assets relative to the associated liabilities. The primary objective of the pension plan is to provide a source of retirement income for its participants and beneficiaries , and the primary financial objective of the plan is to improve its funded status. 34

Notes to Consolidated Financial Statements The primary objective of the post-retirement benefit plan is growth in assets and preservation of principal , while minimizing interim volatility, to meet anticipated claims of plan participants. V\CNOC delegates the management of its pension and post-retirement benefit plan assets to independent investment advisors who hire and dismiss investment managers based upon various factors. The investment advisors are instructed to diversify investments across asset classes , sectors and manager styles to minimize the risk of large losses, based upon objectives and risk tolerance specified by V\CNOC, which include allowable and/or prohibited investment types . It measures and monitors investment risk on an ongoing basis through quarterly investment portfolio reviews and annual liability measurements. The target allocations for WCNOC's pension plan assets are 31% to international equity securities, 25% to domestic equity securities, 25% to debt securities, 10% to real estate securities, 5% to commodity investments and 4% to other investments. The investments in both international and domestic equity include investments in large-, mid- and small-cap companies and investment funds with underlying investments similar to those previ}}

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