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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______to_______
https://cdn.kscope.io/8e16f8d9ccc13835115ea63a065c3cb2-evergylogoa14.jpg
 
 
Exact name of registrant as specified in its charter,
 
 
Commission
 
state of incorporation, address of principal
 
I.R.S. Employer
File Number
 
executive offices and telephone number
 
Identification Number
 
 
 
 
 
001-38515
 
EVERGY, INC.
 
82-2733395
(a Missouri corporation)
1200 Main Street
Kansas City, Missouri 64105
(816) 556-2200
 
 
 
 
 
001-03523
 
EVERGY KANSAS CENTRAL, INC.
 
48-0290150
(formerly Westar Energy, Inc.)
(a Kansas corporation)
818 South Kansas Avenue
Topeka, Kansas 66612
(785) 575-6300
 
 
 
 
 
000-51873
 
EVERGY METRO, INC.
 
44-0308720
(formerly Kansas City Power & Light Company)
(a Missouri corporation)
1200 Main Street
Kansas City, Missouri 64105
(816) 556-2200

 
 
      Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Evergy, Inc. common stock
 
EVRG
 
New York Stock Exchange
 
 
 
 
 

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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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy, Inc.
 
 
 
Yes
x
 
 
 
No
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Kansas Central, Inc.
 
 
 
Yes
x
 
 
 
No
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Metro, Inc.
 
 
 
Yes
x
 
 
 
No
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy, Inc.
 
 
 
Yes
x
 
 
 
No
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Kansas Central, Inc.
 
 
 
Yes
x
 
 
 
No
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Metro, Inc.
 
 
 
Yes
x
 
 
 
No
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy, Inc.
Large Accelerated Filer
x
Accelerated Filer
☐
Non-accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Kansas Central, Inc.
Large Accelerated Filer
☐
Accelerated Filer
☐
Non-accelerated Filer
x
Smaller Reporting Company
☐
Emerging Growth Company
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Metro, Inc.
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 pursuant to Section 13(a) of the Exchange Act.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy, Inc.
 
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Kansas Central, Inc.
 
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Metro, Inc.
 
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy, Inc.
 
 
 
Yes
☐
 
 
 
No
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Kansas Central, Inc.
 
 
 
Yes
☐
 
 
 
No
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Evergy Metro, Inc.
 
 
 
Yes
☐
 
 
 
No
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On November 1, 2019, Evergy, Inc. had 227,903,192 shares of common stock outstanding.  On November 1, 2019, Evergy Metro, Inc. and Evergy Kansas Central, Inc. each had one share of common stock outstanding and held by Evergy, Inc.
Evergy Kansas Central, Inc. and Evergy Metro, Inc. meet the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format.

This combined Quarterly Report on Form 10-Q is provided by the following registrants: Evergy, Inc. (Evergy), Evergy Kansas Central, Inc. (Evergy Kansas Central) and Evergy Metro, Inc. (Evergy Metro) (collectively, the Evergy Companies). Information relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrants.
This report should be read in its entirety.  No one section of the report deals with all aspects of the subject matter.  It should be read in conjunction with the consolidated financial statements and related notes and with the management's discussion and analysis of financial condition and results of operations included in the 2018 Form 10-K for each of Evergy, Evergy Kansas Central and Evergy Metro.

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

3
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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 expected financial and operational benefits of the merger of Great Plains Energy Incorporated (Great Plains Energy) and Evergy Kansas Central that resulted in the creation of Evergy (including cost savings, operational efficiencies and the impact of the merger on earnings per share), cost estimates of capital projects, dividend growth, share repurchases, balance sheet and credit ratings, rebates to customers, the outcome of regulatory and legal proceedings, employee issues and other matters affecting future operations.
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Evergy Companies are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions and any related impact on sales, prices and costs; prices and availability of electricity in wholesale markets; market perception of the energy industry and the Evergy Companies; changes in business strategy or operations; the impact of unpredictable federal, state and local political, legislative, judicial and regulatory actions or developments, including deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding, among other things, customer rates and the prudency of operational decisions such as capital expenditures and asset retirements; changes in applicable laws, regulations, rules, principles or practices, or the interpretations thereof, governing tax, accounting and environmental matters, including air and water quality and waste management and disposal; changes in the energy trading markets in which the Evergy Companies participate, including retroactive repricing of transactions by regional transmission organizations (RTO) and independent system operators; the impact of climate change, including reduced demand for coal-based energy because of actual or perceived climate impacts and the development of alternate energy sources; financial market conditions and performance, including 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; impairments of long-lived assets or goodwill; credit ratings; inflation rates; the transition to a replacement for the LIBOR benchmark interest rate; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including cyber terrorism; ability to carry out marketing and sales plans; weather conditions, including weather-related damage and the impact on sales, prices and costs; cost, availability, quality and timely provision of equipment, supplies, labor and fuel; the inherent uncertainties in estimating the effects of weather, economic conditions, climate change and other factors on customer consumption and financial results; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays and cost increases of generation, transmission, distribution or other projects; the Evergy Companies' ability to manage their transmission and distribution development plans and transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility, including environmental, health, safety, regulatory and financial risks; workforce risks, including those related to increased costs of, or changes in, retirement, health care and other benefits; 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; including the diversion of management time; difficulties in maintaining relationships with customers, employees, regulators or suppliers; disruption related to the rebranding of the Evergy Companies, including the impact of the rebranding on customers making timely payments; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to predict all factors. Part II, Item 1A, Risk Factors included in this report, together with the risk factors included in the Evergy Companies' combined 2018 Form 10-K under Part I, Item 1A, should be carefully read for further understanding of potential risks for the Evergy Companies. Other sections of this report and other periodic reports filed by the Evergy Companies 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. The Evergy Companies undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

4
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GLOSSARY OF TERMS 
The following is a glossary of frequently used abbreviations or acronyms that are found throughout this report.
Abbreviation or Acronym
 
Definition
 
 
 
ACE
 
Affordable Clean Energy
AEP
 
American Electric Power Company, Inc.
AFUDC
 
Allowance for Funds Used During Construction
Amended Merger Agreement
 
Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2017, by and among Great Plains Energy, Evergy Kansas Central, Monarch Energy Holding, Inc. and King Energy, Inc.
AROs
 
Asset Retirement Obligations
ASC
 
Accounting Standards Codification
ASR
 
Accelerated share repurchase
ASU
 
Accounting Standards Update
BSER
 
Best system of emission reduction
CAA
 
Clean Air Act Amendments of 1990
CCRs
 
Coal combustion residuals
CO2
 
Carbon dioxide
COLI
 
Corporate-owned life insurance
CPP
 
Clean Power Plan
CWA
 
Clean Water Act
D.C. Circuit
 
U.S. Court of Appeals for the D.C. Circuit
ELG
 
Effluent limitations guidelines
EPA
 
Environmental Protection Agency
EPS
 
Earnings per common share
ERISA
 
Employee Retirement Income Security Act of 1974, as amended
ERSP
 
Earnings Review and Sharing Plan
Evergy
 
Evergy, Inc. and its consolidated subsidiaries
Evergy Board
 
Evergy Board of Directors
Evergy Companies
 
Evergy, Evergy Kansas Central, and Evergy Metro, collectively, which are individual registrants within the Evergy consolidated group
Evergy Kansas Central
 
Evergy Kansas Central, Inc., formerly known as Westar Energy, Inc., a wholly-owned subsidiary of Evergy, and its consolidated subsidiaries
Evergy Kansas South
 
Evergy Kansas South, Inc., formerly known as Kansas Gas and Electric Company, a wholly-owned subsidiary of Evergy Kansas Central
Evergy Metro
 
Evergy Metro, Inc., formerly known as Kansas City Power & Light Company, a wholly-owned subsidiary of Evergy, and its consolidated subsidiaries
Evergy Metro Mortgage Indenture
 
Evergy Metro General Mortgage Indenture and Deed of Trust dated as of December 1, 1986, as supplemented
Evergy Missouri West
 
Evergy Missouri West, Inc., formerly known as KCP&L Greater Missouri Operations Company, a wholly-owned subsidiary of Evergy
Evergy Transmission Company
 
Evergy Transmission Company, LLC, formerly known as GPE Transmission Holding Company, LLC
Exchange Act
 
The Securities Exchange Act of 1934, as amended
FASB
 
Financial Accounting Standards Board
FERC
 
Federal Energy Regulatory Commission
GAAP
 
Generally Accepted Accounting Principles
GHG
 
Greenhouse gas

5
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Abbreviation or Acronym
 
Definition
Great Plains Energy
 
Great Plains Energy Incorporated
JEC
 
Jeffrey Energy Center
KCC
 
State Corporation Commission of the State of Kansas
KDHE
 
Kansas Department of Health & Environment
King Energy
 
King Energy, Inc., a wholly-owned subsidiary of Evergy
MDNR
 
Missouri Department of Natural Resources
MECG
 
Midwest Energy Consumers Group
MEEIA
 
Missouri Energy Efficiency Investment Act
Monarch Energy
 
Monarch Energy Holding, Inc.
MPSC
 
Public Service Commission of the State of Missouri
MW
 
Megawatt
MWh
 
Megawatt hour
NAAQS
 
National Ambient Air Quality Standards
NAV
 
Net Asset Value
NO2
 
Nitrogen dioxide
NSR
 
New source review
OPC
 
Office of the Public Counsel
PM
 
Particulate matter
Prairie Wind
 
Prairie Wind Transmission, LLC, 50% owned by Evergy Kansas Central
RSU
 
Restricted share unit
RTO
 
Regional transmission organization
SEC
 
Securities and Exchange Commission
SO2
 
Sulfur dioxide
SPP
 
Southwest Power Pool, Inc.
TCJA
 
Tax Cuts and Jobs Act
TFR
 
Transmission formula rate
Transource
 
Transource Energy, LLC and its subsidiaries, 13.5% owned by Evergy Transmission Company
VIE
 
Variable interest entity
WIIN
 
Water Infrastructure Improvements for the Nation
Wolf Creek
 
Wolf Creek Generating Station
WOTUS
 
Waters of the United States


6
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

EVERGY, INC.
Consolidated Balance Sheets
(Unaudited)
 
 
 
 
 
September 30
 
December 31
 
2019
 
2018
ASSETS
(millions, except share amounts)
CURRENT ASSETS:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
50.1

 
 
 
$
160.3

 
Receivables, net
 
268.8

 
 
 
193.7

 
Accounts receivable pledged as collateral
 
395.0

 
 
 
365.0

 
Fuel inventory and supplies
 
454.4

 
 
 
511.0

 
Income taxes receivable
 
65.3

 
 
 
68.0

 
Regulatory assets
 
204.8

 
 
 
303.9

 
Prepaid expenses and other assets
 
73.9

 
 
 
79.1

 
Total Current Assets
 
1,512.3

 
 
 
1,681.0

 
PROPERTY, PLANT AND EQUIPMENT, NET
 
18,976.1

 
 
 
18,782.5

 
PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET
 
163.8

 
 
 
169.2

 
OTHER ASSETS:
 
 

 
 
 
 

 
Regulatory assets
 
1,869.7

 
 
 
1,757.9

 
Nuclear decommissioning trust fund
 
541.0

 
 
 
472.1

 
Goodwill
 
2,336.6

 
 
 
2,338.9

 
Other
 
508.0

 
 
 
396.5

 
Total Other Assets
 
5,255.3

 
 
 
4,965.4

 
TOTAL ASSETS
 
$
25,907.5

 
 
 
$
25,598.1

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

7
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EVERGY, INC.
Consolidated Balance Sheets
(Unaudited)
 
 
 
September 30
 
December 31
 
2019
 
2018
LIABILITIES AND EQUITY
(millions, except share amounts)
CURRENT LIABILITIES:
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
251.1

 
 
 
$
705.4

 
Current maturities of long-term debt of variable interest entities
 
32.3

 
 
 
30.3

 
Notes payable and commercial paper
 
360.6

 
 
 
738.6

 
Collateralized note payable
 
395.0

 
 
 
365.0

 
Accounts payable
 
311.3

 
 
 
451.5

 
Accrued taxes
 
287.9

 
 
 
133.6

 
Accrued interest
 
110.7

 
 
 
110.9

 
Regulatory liabilities
 
59.6

 
 
 
110.2

 
Asset retirement obligations
 
58.2

 
 
 
49.8

 
Other
 
208.4

 
 
 
171.9

 
Total Current Liabilities
 
2,075.1

 
 
 
2,867.2

 
LONG-TERM LIABILITIES:
 
 

 
 
 
 

 
Long-term debt, net
 
8,749.2

 
 
 
6,636.3

 
Long-term debt of variable interest entities, net
 
18.8

 
 
 
51.1

 
Deferred income taxes
 
1,729.6

 
 
 
1,599.2

 
Unamortized investment tax credits
 
370.3

 
 
 
373.2

 
Regulatory liabilities
 
2,227.5

 
 
 
2,218.8

 
Pension and post-retirement liability
 
1,149.6

 
 
 
987.6

 
Asset retirement obligations
 
659.1

 
 
 
637.3

 
Other
 
338.4

 
 
 
236.7

 
Total Long-Term Liabilities
 
15,242.5

 
 
 
12,740.2

 
Commitments and Contingencies (Note 11)
 


 
 
 


 
EQUITY:
 
 
 
 
 
 
 
Evergy, Inc. Shareholders' Equity:
 
 
 
 
 
 
 
Common stock - 600,000,000 shares authorized, without par value
227,901,556 and 255,326,252 shares issued, stated value
 
7,066.9

 
 
 
8,685.2

 
Retained earnings
 
1,603.1

 
 
 
1,346.0

 
Accumulated other comprehensive loss
 
(50.7
)
 
 
 
(3.0
)
 
Total Evergy, Inc. Shareholders' Equity
 
8,619.3

 
 
 
10,028.2

 
Noncontrolling Interests
 
(29.4
)
 
 
 
(37.5
)
 
Total Equity
 
8,589.9

 
 
 
9,990.7

 
TOTAL LIABILITIES AND EQUITY
 
$
25,907.5

 
 
 
$
25,598.1

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

8
Table of Contents



EVERGY, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
 
 
 
 
 
 
 
Three Months Ended
September 30
 
Year to Date
September 30
 
 
2019
 
2018
 
2019
 
2018
 
 
(millions, except per share amounts)
OPERATING REVENUES
 
$
1,577.6

 
$
1,582.5

 
$
4,016.2

 
$
3,076.1

OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Fuel and purchased power
 
357.3

 
383.7

 
978.9

 
748.9

SPP network transmission costs
 
62.4

 
58.4

 
188.7

 
194.4

Operating and maintenance
 
311.6

 
330.4

 
907.1

 
754.2

Depreciation and amortization
 
216.1

 
193.9

 
645.1

 
411.6

Taxes other than income tax
 
91.5

 
83.0

 
276.4

 
183.5

Total Operating Expenses
 
1,038.9

 
1,049.4

 
2,996.2

 
2,292.6

INCOME FROM OPERATIONS
 
538.7

 
533.1

 
1,020.0

 
783.5

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
Investment earnings
 
1.8

 
4.9

 
7.6

 
6.2

Other income
 
2.8

 
1.6

 
17.1

 
5.3

Other expense
 
(19.7
)
 
(30.8
)
 
(57.2
)
 
(55.2
)
Total Other Expense, Net
 
(15.1
)
 
(24.3
)
 
(32.5
)
 
(43.7
)
Interest expense
 
90.8

 
89.1

 
277.3

 
191.3

INCOME BEFORE INCOME TAXES
 
432.8

 
419.7

 
710.2

 
548.5

Income tax expense
 
65.5

 
64.1

 
99.2

 
28.3

Equity in earnings of equity method investees, net of income taxes
 
3.6

 
2.0

 
7.9

 
4.7

NET INCOME
 
370.9

 
357.6

 
618.9

 
524.9

Less: Net income attributable to noncontrolling interests
 
4.1

 
2.6

 
12.9

 
7.6

NET INCOME ATTRIBUTABLE TO EVERGY, INC.
 
$
366.8

 
$
355.0

 
$
606.0

 
$
517.3

BASIC AND DILUTED EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING ATTRIBUTABLE TO EVERGY (see Note 1)
 
 
 
 
 
 
 
 
Basic earnings per common share
 
$
1.56

 
$
1.32

 
$
2.49

 
$
2.61

Diluted earnings per common share
 
$
1.56

 
$
1.32

 
$
2.49

 
$
2.61

AVERAGE COMMON SHARES OUTSTANDING
 
 
 
 
 
 
 
 
Basic
 
234.6

 
268.6

 
243.5

 
197.9

Diluted
 
235.0

 
268.8

 
243.8

 
198.0

COMPREHENSIVE INCOME
 
 
 
 
 
 
 
 
NET INCOME
 
$
370.9

 
$
357.6

 
$
618.9

 
$
524.9

Derivative hedging activity
 
 
 
 
 
 
 
 
Loss on derivative hedging instruments
 
(29.4
)
 
—

 
(64.4
)
 
—

Income tax benefit
 
7.5

 
—

 
16.5

 
—

Net loss on derivative hedging instruments
 
(21.9
)
 
—

 
(47.9
)
 
—

Reclassification to expenses, net of tax
 
0.2

 
—

 
0.2

 
—

Derivative hedging activity, net of tax
 
(21.7
)
 
—

 
(47.7
)
 
—

Total other comprehensive loss
 
(21.7
)
 
—

 
(47.7
)
 
—

COMPREHENSIVE INCOME
 
349.2

 
357.6

 
571.2

 
524.9

Less: comprehensive income attributable to noncontrolling interest
 
4.1

 
2.6

 
12.9

 
7.6

COMPREHENSIVE INCOME ATTRIBUTABLE TO EVERGY, INC.
 
$
345.1

 
$
355.0

 
$
558.3

 
$
517.3

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


9
Table of Contents



EVERGY, INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
 
Year to Date September 30
2019
 
2018
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
(millions)
Net income
$
618.9

 
$
524.9

Adjustments to reconcile income to net cash from operating activities:
 
 
 
Depreciation and amortization
645.1

 
411.6

Amortization of nuclear fuel
42.6

 
28.6

Amortization of deferred refueling outage
19.4

 
14.7

Amortization of corporate-owned life insurance
16.5

 
17.2

Non-cash compensation
12.9

 
25.2

Net deferred income taxes and credits
111.4

 
47.8

Allowance for equity funds used during construction
(0.9
)
 
(2.4
)
Payments for asset retirement obligations
(11.6
)
 
(15.9
)
Equity in earnings of equity method investees, net of income taxes
(7.9
)
 
(4.7
)
Income from corporate-owned life insurance
(19.5
)
 
(2.1
)
Other
(3.6
)
 
(3.9
)
Changes in working capital items:
 
 
 
Accounts receivable
(68.4
)
 
(34.9
)
Accounts receivable pledged as collateral
(30.0
)
 
(15.0
)
Fuel inventory and supplies
57.0

 
44.6

Prepaid expenses and other current assets
65.7

 
(3.4
)
Accounts payable
(111.5
)
 
(58.5
)
Accrued taxes
155.3

 
119.0

Other current liabilities
(77.7
)
 
38.9

Changes in other assets
56.1

 
26.0

Changes in other liabilities
(22.5
)
 
33.9

Cash Flows from Operating Activities
1,447.3

 
1,191.6

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
 

 
 

Additions to property, plant and equipment
(849.1
)
 
(698.3
)
Cash acquired from the merger with Great Plains Energy
—

 
1,154.2

Purchase of securities - trusts
(37.4
)
 
(107.0
)
Sale of securities - trusts
32.3

 
110.2

Investment in corporate-owned life insurance
(17.2
)
 
(16.2
)
Proceeds from investment in corporate-owned life insurance
99.1

 
6.5

Proceeds from settlement of interest rate swap
—

 
140.6

Other investing activities
0.2

 
(15.2
)
Cash Flows from (used in) Investing Activities
(772.1
)
 
574.8

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
 

 
 

Short term debt, net
(378.0
)
 
(166.7
)
Proceeds from term loan facility
1,000.0

 
—

Repayment of term loan facility
(1,000.0
)
 
—

Collateralized short-term borrowings, net
30.0

 
15.0

Proceeds from long-term debt
2,374.0

 
22.9

Retirements of long-term debt
(701.1
)
 
(127.4
)
Retirements of long-term debt of variable interest entities
(30.3
)
 
(28.5
)
Payment for settlement of interest rate swap accounted for as a cash flow hedge
(69.8
)
 
—

Borrowings against cash surrender value of corporate-owned life insurance
57.2

 
55.1

Repayment of borrowings against cash surrender value of corporate-owned life insurance
(77.4
)
 
(3.9
)
Cash dividends paid
(347.5
)
 
(350.4
)
Repurchase of common stock under repurchase plan
(1,628.7
)
 
(486.1
)
Distributions to shareholders of noncontrolling interests
(8.5
)
 
—

Other financing activities
(5.3
)
 
(20.1
)
Cash Flows used in Financing Activities
(785.4
)
 
(1,090.1
)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(110.2
)
 
676.3

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
 
 
 
Beginning of period, including restricted cash of $0.0 and $0.1, respectively
160.3

 
3.5

End of period, including restricted cash of $0.0 and $0.1, respectively
$
50.1

 
$
679.8

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

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Table of Contents



EVERGY, INC.
Consolidated Statements of Changes in Equity
(Unaudited)
 
 
 
 
 
 
 
 
Evergy, Inc. Shareholders
 
 
 
Common stock shares
Common stock
Retained earnings
AOCI
Non-controlling interests
Total equity
 
(millions, except share amounts)
Balance as of December 31, 2017
142,094,275

$
2,734.8

$
1,173.3

$
—

$
(47.7
)
$
3,860.4

Net income
—

—

60.5

—

2.4

62.9

Issuance of stock compensation and reinvested dividends, net of tax withholding
138,828

(3.7
)
—

—

—

(3.7
)
Dividends declared on common stock ($0.40 per share)
—

—

(57.7
)
—

—

(57.7
)
Stock compensation expense
—

2.5

—

—

—

2.5

Balance as of March 31, 2018
142,233,103

2,733.6

1,176.1

—

(45.3
)
3,864.4

Net income
—

—

101.8

—

2.6

104.4

Issuance of stock to Great Plains Energy shareholders
128,947,518

6,979.9

—

—

—

6,979.9

Issuance of restricted common stock
122,505

—

—

—

—

—

Issuance of stock compensation and reinvested dividends, net of tax withholding
384,617

(13.3
)
—

—

—

(13.3
)
Dividends declared on common stock ($0.40 per share)
—

—

(57.8
)
—

—

(57.8
)
Stock compensation expense
—

19.3

—

—

—

19.3

Other
—

(1.4
)
(0.1
)
—

—

(1.5
)
Balance as of June 30, 2018
271,687,743

9,718.1

1,220.0

—

(42.7
)
10,895.4

Net income
—

—

355.0

—

2.6

357.6

Issuance of stock compensation and reinvested dividends, net of tax withholding
4,914

0.2

—

—

—

0.2

Dividends declared on common stock ($0.46 per share)
—

—

(122.0
)
—

—

(122.0
)
Dividend equivalents declared
—

—

(0.6
)
—

—

(0.6
)
Stock compensation expense
—

3.4

—

—

—

3.4

Repurchase of common stock
(6,895,073
)
(486.1
)
—

—

—

(486.1
)
Other
—

0.8

0.1

—

—

0.9

Balance as of September 30, 2018
264,797,584

$
9,236.4

$
1,452.5

$
—

$
(40.1
)
$
10,648.8

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



11
Table of Contents



EVERGY, INC.
Consolidated Statements of Changes in Equity
(Unaudited)
 
 
 
 
 
 
 
 
Evergy, Inc. Shareholders
 
 
 
Common stock shares
Common stock
Retained earnings
AOCI
Non-controlling interests
Total equity
 
(millions, except share amounts)
Balance as of December 31, 2018
255,326,252

$
8,685.2

$
1,346.0

$
(3.0
)
$
(37.5
)
$
9,990.7

Net income
—

—

99.5

—

3.9

103.4

Issuance of stock compensation and reinvested dividends, net of tax withholding
60,594

(1.6
)
—

—

—

(1.6
)
Dividends declared on common stock ($0.475 per share)
—

—

(119.8
)
—

—

(119.8
)
Stock compensation expense
—

5.4

—

—

—

5.4

Repurchase of common stock under repurchase plan
(10,548,060
)
(578.3
)
—

—

—

(578.3
)
Consolidation of noncontrolling interests
—

—

—

—

3.8

3.8

Distributions to shareholders of noncontrolling interests
—

—

—

—

(1.4
)
(1.4
)
Derivative hedging activity, net of tax
—

—

—

(10.2
)
—

(10.2
)
Other
—

(0.3
)
—

—

—

(0.3
)
Balance as of March 31, 2019
244,838,786

8,110.4

1,325.7

(13.2
)
(31.2
)
9,391.7

Net income
—

—

139.7

—

4.9

144.6

Issuance of stock compensation and reinvested dividends, net of tax withholding
41,982

(0.7
)
—

—

—

(0.7
)
Dividends declared on common stock ($0.475 per share)
—

—

(115.8
)
—

—

(115.8
)
Dividend equivalents declared
—

—

(0.5
)
—

—

(0.5
)
Stock compensation expense
—

4.0

—

—

—

4.0

Repurchase of common stock under repurchase plan
(9,414,920
)
(550.4
)
—

—

—

(550.4
)
Distributions to shareholders of noncontrolling interests
—

—

—

—

(2.1
)
(2.1
)
Derivative hedging activity, net of tax
—

—

—

(15.8
)
—

(15.8
)
Other
—

(0.3
)
—

—

—

(0.3
)
Balance as of June 30, 2019
235,465,848

7,563.0

1,349.1

(29.0
)
(28.4
)
8,854.7

Net income
—

—

366.8

—

4.1

370.9

Issuance of stock compensation and reinvested dividends, net of tax withholding
4,737

—

—

—

—

—

Dividends declared on common stock ($0.475 per share)
—

—

(111.9
)
—

—

(111.9
)
Dividend equivalents declared
—

—

(0.9
)
—

—

(0.9
)
Stock compensation expense
—

3.5

—

—

—

3.5

Repurchase of common stock under repurchase plan
(7,569,029
)
(500.0
)
—

—

—

(500.0
)
Distributions to shareholders of noncontrolling interests
—

—

—

—

(5.1
)
(5.1
)
Derivative hedging activity, net of tax
—

—

—

(21.7
)
—

(21.7
)
Other
—

0.4

—

—

—

0.4

Balance as of September 30, 2019
227,901,556

$
7,066.9

$
1,603.1

$
(50.7
)
$
(29.4
)
$
8,589.9

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



12
Table of Contents



EVERGY KANSAS CENTRAL, INC.
Consolidated Balance Sheets
(Unaudited)
 
 
 
 
 
September 30
 
December 31
 
2019
 
2018
ASSETS
(millions, except share amounts)
CURRENT ASSETS:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
7.7

 
 
 
$
44.5

 
Receivables, net
 
140.7

 
 
 
84.3

 
Related party receivables
 
3.1

 
 
 
2.6

 
Accounts receivable pledged as collateral
 
200.0

 
 
 
185.0

 
Fuel inventory and supplies
 
247.7

 
 
 
276.8

 
Income taxes receivable
 
6.1

 
 
 
42.7

 
Regulatory assets
 
71.7

 
 
 
97.1

 
Prepaid expenses and other assets
 
29.9

 
 
 
35.0

 
Total Current Assets
 
706.9

 
 
 
768.0

 
PROPERTY, PLANT AND EQUIPMENT, NET
 
9,753.7

 
 
 
9,718.3

 
PROPERTY, PLANT AND EQUIPMENT OF VARIABLE INTEREST ENTITIES, NET
 
163.8

 
 
 
169.2

 
OTHER ASSETS:
 
 

 
 
 
 

 
Regulatory assets
 
696.6

 
 
 
700.4

 
Nuclear decommissioning trust fund
 
258.5

 
 
 
227.5

 
Other
 
266.7

 
 
 
233.4

 
Total Other Assets
 
1,221.8

 
 
 
1,161.3

 
TOTAL ASSETS
 
$
11,846.2

 
 
 
$
11,816.8

 
The disclosures regarding Evergy Kansas Central included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

13
Table of Contents



EVERGY KANSAS CENTRAL, INC.
Consolidated Balance Sheets
(Unaudited)
 
 
 
September 30
 
December 31
 
2019
 
2018
LIABILITIES AND EQUITY
(millions, except share amounts)
CURRENT LIABILITIES:
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
250.0

 
 
 
$
300.0

 
Current maturities of long-term debt of variable interest entities
 
32.3

 
 
 
30.3

 
Notes payable and commercial paper
 
182.4

 
 
 
411.7

 
Collateralized note payable
 
200.0

 
 
 
185.0

 
Accounts payable
 
128.4

 
 
 
154.4

 
Related party payables
 
8.6

 
 
 
14.9

 
Accrued taxes
 
146.6

 
 
 
88.6

 
Accrued interest
 
60.0

 
 
 
74.4

 
Regulatory liabilities
 
36.7

 
 
 
19.5

 
Asset retirement obligations
 
17.1

 
 
 
17.1

 
Other
 
121.0

 
 
 
83.0

 
Total Current Liabilities
 
1,183.1

 
 
 
1,378.9

 
LONG-TERM LIABILITIES:
 
 

 
 
 
 

 
Long-term debt, net
 
3,435.6

 
 
 
3,389.8

 
Long-term debt of variable interest entities, net
 
18.8

 
 
 
51.1

 
Deferred income taxes
 
824.7

 
 
 
815.4

 
Unamortized investment tax credits
 
247.7

 
 
 
249.7

 
Regulatory liabilities
 
1,114.7

 
 
 
1,101.8

 
Pension and post-retirement liability
 
456.6

 
 
 
474.7

 
Asset retirement obligations
 
268.9

 
 
 
264.0

 
Other
 
146.5

 
 
 
130.7

 
Total Long-Term Liabilities
 
6,513.5

 
 
 
6,477.2

 
Commitments and Contingencies (Note 11)
 


 
 
 


 
EQUITY:
 
 

 
 
 
 
 
Evergy Kansas Central, Inc. Shareholder's Equity:
 
 

 
 
 
 

 
Common stock - 1,000 shares authorized, $0.01 par value, 1 share issued
 
2,737.6

 
 
 
2,737.6

 
Retained earnings
 
1,441.4

 
 
 
1,260.6

 
Total Evergy Kansas Central, Inc. Shareholder's Equity
 
4,179.0

 
 
 
3,998.2

 
Noncontrolling Interests
 
(29.4
)
 
 
 
(37.5
)
 
Total Equity
 
4,149.6

 
 
 
3,960.7

 
TOTAL LIABILITIES AND EQUITY
 
$
11,846.2

 
 
 
$
11,816.8

 
The disclosures regarding Evergy Kansas Central included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


14
Table of Contents



EVERGY KANSAS CENTRAL, INC.
Consolidated Statements of Income
(Unaudited)
 
 
 
 
 
 
 
Three Months Ended
September 30
 
Year to Date
September 30
 
 
2019
 
2018
 
2019
 
2018
 
 
(millions)
OPERATING REVENUES
 
$
749.0

 
$
764.8

 
$
1,931.3

 
$
2,015.9

OPERATING EXPENSES:
 
 
 
 
 
 
 
 
Fuel and purchased power
 
144.9

 
169.7

 
375.3

 
463.2

SPP network transmission costs
 
62.4

 
58.4

 
188.7

 
194.4

Operating and maintenance
 
140.4

 
141.7

 
396.4

 
491.4

Depreciation and amortization
 
110.9

 
95.9

 
331.3

 
281.6

Taxes other than income tax
 
48.0

 
42.2

 
145.3

 
128.8

Total Operating Expenses
 
506.6

 
507.9

 
1,437.0

 
1,559.4

INCOME FROM OPERATIONS
 
242.4

 
256.9

 
494.3

 
456.5

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
Investment earnings (loss)
 
0.6

 
—

 
3.0

 
(0.4
)
Other income
 
2.3

 
1.3

 
13.0

 
4.9

Other expense
 
(10.8
)
 
(15.2
)
 
(29.9
)
 
(36.1
)
Total Other Expense, Net
 
(7.9
)
 
(13.9
)
 
(13.9
)
 
(31.6
)
Interest expense
 
41.7

 
43.9

 
134.1

 
132.1

INCOME BEFORE INCOME TAXES
 
192.8

 
199.1

 
346.3

 
292.8

Income tax expense (benefit)
 
25.8

 
22.4

 
46.2

 
(22.0
)
Equity in earnings of equity method investees, net of income taxes
 
1.2

 
1.3

 
3.6

 
3.7

NET INCOME
 
168.2

 
178.0

 
303.7

 
318.5

Less: Net income attributable to noncontrolling interests
 
4.1

 
2.6

 
12.9

 
7.6

NET INCOME ATTRIBUTABLE TO EVERGY KANSAS CENTRAL, INC.
 
$
164.1

 
$
175.4

 
$
290.8

 
$
310.9

The disclosures regarding Evergy Kansas Central included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


15
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EVERGY KANSAS CENTRAL, INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
Year to Date September 30
2019
 
2018
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
(millions)
Net income
$
303.7

 
$
318.5

Adjustments to reconcile income to net cash from operating activities:
 
 
 
Depreciation and amortization
331.3

 
281.6

Amortization of nuclear fuel
21.2

 
18.6

Amortization of deferred refueling outage
9.7

 
10.5

Amortization of corporate-owned life insurance
16.5

 
17.2

Non-cash compensation
—

 
19.9

Net deferred income taxes and credits
9.5

 
(34.2
)
Allowance for equity funds used during construction
—

 
(2.4
)
Payments for asset retirement obligations
(9.5
)
 
(10.6
)
Equity in earnings of equity method investees, net of income taxes
(3.6
)
 
(3.7
)
Income from corporate-owned life insurance
(18.8
)
 
(2.1
)
Other
(4.1
)
 
(3.9
)
Changes in working capital items:
 
 
 
Accounts receivable
(55.4
)
 
(50.6
)
Accounts receivable pledged as collateral
(15.0
)
 
—

Fuel inventory and supplies
29.5

 
25.4

Prepaid expenses and other current assets
12.2

 
(7.0
)
Accounts payable
(10.4
)
 
36.2

Accrued taxes
92.8

 
74.4

Other current liabilities
(5.8
)
 
23.2

Changes in other assets
23.8

 
22.9

Changes in other liabilities
(31.1
)
 
(26.7
)
Cash Flows from Operating Activities
696.5

 
707.2

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
 

 
 

Additions to property, plant and equipment
(418.4
)
 
(510.3
)
Purchase of securities - trusts
(12.6
)
 
(96.1
)
Sale of securities - trusts
13.4

 
101.2

Investment in corporate-owned life insurance
(16.4
)
 
(16.2
)
Proceeds from investment in corporate-owned life insurance
97.4

 
6.5

Other investing activities
(3.2
)
 
(8.1
)
Cash Flows used in Investing Activities
(339.8
)
 
(523.0
)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
 

 
 

Short term debt, net
(229.3
)
 
48.3

Collateralized short-term debt, net
15.0

 
—

Proceeds from long-term debt
294.7

 
—

Retirements of long-term debt
(300.0
)
 
—

Retirements of long-term debt of variable interest entities
(30.3
)
 
(28.5
)
Borrowings against cash surrender value of corporate-owned life insurance
54.2

 
55.1

Repayment of borrowings against cash surrender value of corporate-owned life insurance
(76.3
)
 
(3.9
)
Cash dividends paid
(110.0
)
 
(235.1
)
Distributions to shareholders of noncontrolling interests
(8.5
)
 
—

Other financing activities
(3.0
)
 
(20.2
)
Cash Flows used in Financing Activities
(393.5
)
 
(184.3
)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(36.8
)
 
(0.1
)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
 
 
 
Beginning of period, including restricted cash of $0.0 and $0.1, respectively
44.5

 
3.5

End of period, including restricted cash of $0.0 and $0.1, respectively
$
7.7

 
$
3.4

The disclosures regarding Evergy Kansas Central included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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EVERGY KANSAS CENTRAL, INC.
Consolidated Statements of Changes in Equity
(Unaudited)
 
 
 
 
 
 
 
Evergy Kansas Central, Inc. Shareholders
 
 
 
Common stock shares
Common stock
Retained earnings
Non-controlling interests
Total equity
 
(millions, except share amounts)
Balance as of December 31, 2017
142,094,275

$
2,734.8

$
1,173.3

$
(47.7
)
$
3,860.4

Net income
—

—

60.5

2.4

62.9

Issuance of stock for compensation and reinvested dividends, net of tax withholding
138,828

(3.7
)
—

—

(3.7
)
Dividends declared on common stock
—

—

(57.7
)
—

(57.7
)
Stock compensation expense
—

2.5

—

—

2.5

Balance as of March 31, 2018
142,233,103

2,733.6

1,176.1

(45.3
)
3,864.4

Net income
—

—

75.0

2.6

77.6

Issuance of stock for compensation and reinvested dividends, net of tax withholding
378,162

(13.5
)
—

—

(13.5
)
Stock cancelled pursuant to Amended Merger Agreement
(142,611,264
)
—

—

—

—

Dividends declared on common stock
—

—

(57.8
)
—

(57.8
)
Stock compensation expense
—

17.4

—

—

17.4

Other
—

0.1

—

—

0.1

Balance as of June 30, 2018
1

2,737.6

1,193.3

(42.7
)
3,888.2

Net income
—

—

175.4

2.6

178.0

Dividends declared on common stock
—

—

(66.0
)
—

(66.0
)
Balance as of September 30, 2018
1

$
2,737.6

$
1,302.7

$
(40.1
)
$
4,000.2

 
 
 
 
 
 
Balance as of December 31, 2018
1

$
2,737.6

$
1,260.6

$
(37.5
)
$
3,960.7

Net income
—

—

64.4

3.9

68.3

Dividends declared on common stock
—

—

(110.0
)
—

(110.0
)
Consolidation of noncontrolling interests
—

—

—

3.8

3.8

Distributions to shareholders of noncontrolling interests
—

—

—

(1.4
)
(1.4
)
Balance as of March 31, 2019
1

2,737.6

1,215.0

(31.2
)
3,921.4

Net income
—

—

62.3

4.9

67.2

Distributions to shareholders of noncontrolling interests
—

—

—

(2.1
)
(2.1
)
Balance as of June 30, 2019
1

2,737.6

1,277.3

(28.4
)
3,986.5

Net income
—

—

164.1

4.1

168.2

Distributions to shareholders of noncontrolling interests
—

—

—

(5.1
)
(5.1
)
Balance as of September 30, 2019
1

$
2,737.6

$
1,441.4

$
(29.4
)
$
4,149.6

The disclosures regarding Evergy Kansas Central included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.


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EVERGY METRO, INC.
Consolidated Balance Sheets
(Unaudited)
 
 
 
 
 
September 30
 
December 31
 
2019
 
2018
ASSETS
(millions, except share amounts)
CURRENT ASSETS:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
3.4

 
 
 
$
2.6

 
Receivables, net
 
84.2

 
 
 
62.7

 
Related party receivables
 
90.9

 
 
 
101.8

 
Accounts receivable pledged as collateral
 
130.0

 
 
 
130.0

 
Fuel inventory and supplies
 
157.2

 
 
 
177.6

 
Regulatory assets
 
79.3

 
 
 
130.9

 
Prepaid expenses
 
21.7

 
 
 
20.1

 
Other assets
 
15.9

 
 
 
16.8

 
Total Current Assets
 
582.6

 
 
 
642.5

 
PROPERTY, PLANT AND EQUIPMENT, NET
 
6,775.6

 
 
 
6,688.1

 
OTHER ASSETS:
 
 

 
 
 
 

 
Regulatory assets
 
628.6

 
 
 
495.2

 
Nuclear decommissioning trust fund
 
282.5

 
 
 
244.6

 
Other
 
138.9

 
 
 
50.1

 
Total Other Assets
 
1,050.0

 
 
 
789.9

 
TOTAL ASSETS
 
$
8,408.2

 
 
 
$
8,120.5

 
The disclosures regarding Evergy Metro included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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EVERGY METRO, INC.
Consolidated Balance Sheets
(Unaudited)
 
 
 
September 30
 
December 31
 
2019
 
2018
LIABILITIES AND EQUITY
(millions, except share amounts)
CURRENT LIABILITIES:
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
—

 
 
 
$
400.0

 
Notes payable and commercial paper
 
74.9

 
 
 
176.9

 
Collateralized note payable
 
130.0

 
 
 
130.0

 
Accounts payable
 
138.6

 
 
 
211.1

 
Related party payables
 
0.6

 
 
 
—

 
Accrued taxes
 
110.0

 
 
 
39.7

 
Accrued interest
 
33.9

 
 
 
28.9

 
Regulatory liabilities
 
13.0

 
 
 
52.8

 
Asset retirement obligations
 
31.8

 
 
 
29.2

 
Accrued compensation benefits
 
43.2

 
 
 
52.5

 
Other
 
32.3

 
 
 
17.2

 
Total Current Liabilities
 
608.3

 
 
 
1,138.3

 
LONG-TERM LIABILITIES:
 
 

 
 
 
 

 
Long-term debt, net
 
2,524.6

 
 
 
2,130.1

 
Deferred income taxes
 
665.0

 
 
 
631.8

 
Unamortized investment tax credits
 
119.9

 
 
 
120.7

 
Regulatory liabilities
 
789.1

 
 
 
794.3

 
Pension and post-retirement liability
 
673.1

 
 
 
491.9

 
Asset retirement obligations
 
252.5

 
 
 
231.8

 
Other
 
182.8

 
 
 
81.8

 
Total Long-Term Liabilities
 
5,207.0

 
 
 
4,482.4

 
Commitments and Contingencies (Note 11)
 


 
 
 


 
EQUITY:
 
 

 
 
 
 

 
Common stock - 1,000 shares authorized, without par value, 1 share issued, stated value
 
1,563.1

 
 
 
1,563.1

 
Retained earnings
 
1,024.9

 
 
 
932.6

 
Accumulated other comprehensive income
 
4.9

 
 
 
4.1

 
Total Equity
 
2,592.9

 
 
 
2,499.8

 
TOTAL LIABILITIES AND EQUITY
 
$
8,408.2

 
 
 
$
8,120.5

 
The disclosures regarding Evergy Metro included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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EVERGY METRO, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
 
 
 
 
 
 
 
Three Months Ended
September 30
 
Year to Date
September 30
 
 
2019
 
2018
 
2019
 
2018
 
 
(millions)
OPERATING REVENUES
 
$
568.8

 
$
559.6

 
$
1,431.2

 
$
1,408.9

OPERATING EXPENSES:
 
 
 
 
 
 

 
 

Fuel and purchased power
 
129.3

 
142.4

 
380.4

 
392.4

Operating and maintenance
 
111.2

 
127.3

 
341.2

 
354.5

Depreciation and amortization
 
80.2

 
71.9

 
239.0

 
209.0

Taxes other than income tax
 
32.6

 
28.6

 
96.3

 
87.9

Total Operating Expenses
 
353.3

 
370.2

 
1,056.9

 
1,043.8

INCOME FROM OPERATIONS
 
215.5

 
189.4

 
374.3

 
365.1

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
 
Investment earnings
 
0.5

 
0.7

 
1.9

 
2.1

Other income
 
1.2

 
0.2

 
2.3

 
1.7

Other expense
 
(4.9
)
 
(9.0
)
 
(15.7
)
 
(22.9
)
Total Other Expense, Net
 
(3.2
)
 
(8.1
)
 
(11.5
)
 
(19.1
)
Interest expense
 
28.2

 
33.0

 
91.6

 
100.6

INCOME BEFORE INCOME TAXES
 
184.1

 
148.3

 
271.2

 
245.4

Income tax expense
 
32.2

 
28.0

 
43.9

 
80.3

NET INCOME
 
$
151.9

 
$
120.3

 
$
227.3

 
$
165.1

COMPREHENSIVE INCOME
 
 
 
 
 
 
 
 
NET INCOME
 
$
151.9

 
$
120.3

 
$
227.3

 
$
165.1

OTHER COMPREHENSIVE INCOME:
 
 
 
 
 
 
 
 
Derivative hedging activity
 
 
 
 
 
 
 
 
Reclassification to expenses, net of tax:
 
(0.1
)
 
0.8

 
0.7

 
2.7

Derivative hedging activity, net of tax
 
(0.1
)
 
0.8

 
0.7

 
2.7

Total other comprehensive income
 
(0.1
)
 
0.8

 
0.7

 
2.7

COMPREHENSIVE INCOME
 
$
151.8

 
$
121.1

 
$
228.0

 
$
167.8

The disclosures regarding Evergy Metro included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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EVERGY METRO, INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
 
Year to Date September 30
2019
 
2018
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
(millions)
Net income
$
227.3

 
$
165.1

Adjustments to reconcile income to net cash from operating activities:
 
 
 
Depreciation and amortization
239.0

 
209.0

Amortization of nuclear fuel
21.4

 
18.7

Amortization of deferred refueling outage
9.7

 
10.3

Net deferred income taxes and credits
2.5

 
25.2

Allowance for equity funds used during construction
(0.9
)
 
(1.2
)
Payments for asset retirement obligations
(1.7
)
 
(9.9
)
Other
0.4

 
2.7

Changes in working capital items:
 
 
 
Accounts receivable
(4.1
)
 
(41.0
)
Fuel inventory and supplies
20.4

 
13.2

Prepaid expenses and other current assets
36.2

 
(3.6
)
Accounts payable
(66.3
)
 
(97.7
)
Accrued taxes
70.3

 
97.9

Other current liabilities
(49.0
)
 
8.5

Changes in other assets
32.7

 
28.3

Changes in other liabilities
18.6

 
79.0

Cash Flows from Operating Activities
556.5

 
504.5

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
 

 
 

Additions to property, plant and equipment
(313.0
)
 
(310.6
)
Purchase of securities - trusts
(24.8
)
 
(27.9
)
Sale of securities - trusts
18.9

 
22.5

Other investing activities
5.1

 
3.4

Cash Flows used in Investing Activities
(313.8
)
 
(312.6
)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
 

 
 

Short term debt, net
(102.0
)
 
40.3

Proceeds from long-term debt
393.2

 
319.5

Retirements of long-term debt
(400.0
)
 
(373.4
)
Cash dividends paid
(135.0
)
 
(180.0
)
Other financing activities
1.9

 
2.9

Cash Flows used in Financing Activities
(241.9
)
 
(190.7
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
0.8

 
1.2

CASH AND CASH EQUIVALENTS:
 
 
 
Beginning of period
2.6

 
2.2

End of period
$
3.4

 
$
3.4

The disclosures regarding Evergy Metro included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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EVERGY METRO, INC
Consolidated Statements of Changes in Equity
(Unaudited)
 
 
 
 Common stock shares
 Common Stock
 Retained earnings
 AOCI - Net gains (losses) on cash flow hedges
 Total Equity
 
 (millions, except share amounts)
Balance as of December 31, 2017
1

$
1,563.1

$
949.7

$
0.4

$
2,513.2

Net income
—

—

20.2

—

20.2

Dividends declared on common stock
—

—

(60.0
)
—

(60.0
)
Derivative hedging activity, net of tax
—

—

—

0.9

0.9

Balance as of March 31, 2018
1

1,563.1

909.9

1.3

2,474.3

Net income
—

—

24.6

—

24.6

Dividends declared on common stock
—

—

(60.0
)
—

(60.0
)
Derivative hedging activity, net of tax
—

—

—

1.0

1.0

Balance as of June 30, 2018
1

1,563.1

874.5

2.3

2,439.9

Net income
—

—

120.3

—

120.3

Dividends declared on common stock
—

—

(60.0
)
—

(60.0
)
Derivative hedging activity, net of tax
—

—

—

0.8

0.8

Balance as of September 30, 2018
1

$
1,563.1

$
934.8

$
3.1

$
2,501.0

 
 
 
 
 
 
Balance as of December 31, 2018
1

$
1,563.1

$
932.6

$
4.1

$
2,499.8

Net income
—

—

16.0

—

16.0

Derivative hedging activity, net of tax
—

—

—

0.9

0.9

Balance as of March 31, 2019
1

1,563.1

948.6

5.0

2,516.7

Net income
—

—

59.4

—

59.4

Dividends declared on common stock
—

—

(65.0
)
—

(65.0
)
Derivative hedging activity, net of tax
—

—

—

(0.1
)
(0.1
)
Balance as of June 30, 2019
1

1,563.1

943.0

4.9

2,511.0

Net income
—

—

151.9

—

151.9

Dividends declared on common stock
—

—

(70.0
)
—

(70.0
)
Balance as of September 30, 2019
1

$
1,563.1

$
1,024.9

$
4.9

$
2,592.9

The disclosures regarding Evergy Metro included in the accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

22
Table of Contents



EVERGY, INC.
EVERGY KANSAS CENTRAL, INC.
EVERGY METRO, INC.
Combined Notes to Unaudited Consolidated Financial Statements
The notes to unaudited consolidated financial statements that follow are a combined presentation for Evergy, Inc., Evergy Kansas Central, Inc. and Evergy Metro, Inc., all registrants under this filing.  The terms "Evergy," "Evergy Kansas Central," "Evergy Metro" and "Evergy Companies" are used throughout this report.  "Evergy" refers to Evergy, Inc. and its consolidated subsidiaries, unless otherwise indicated.  "Evergy Kansas Central" refers to Evergy Kansas Central, Inc. and its consolidated subsidiaries, unless otherwise indicated. "Evergy Metro" refers to Evergy Metro, Inc. and its consolidated subsidiaries, unless otherwise indicated. "Evergy Companies" refers to Evergy, Evergy Kansas Central, and Evergy Metro, collectively, which are individual registrants within the Evergy consolidated group. The Evergy Companies' interim financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in the opinion of management, for a fair presentation of the results for the interim periods presented.  
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Evergy is a public utility holding company incorporated in 2017 and headquartered in Kansas City, Missouri. Evergy operates primarily through the following wholly-owned direct subsidiaries listed below. In September 2019, these wholly-owned direct subsidiaries were rebranded and renamed under the Evergy brand name.
•
Evergy Kansas Central Inc. (Evergy Kansas Central), formerly known as Westar Energy, Inc., is an integrated, regulated electric utility that provides electricity to customers in the state of Kansas. Evergy Kansas Central has one active wholly-owned subsidiary with significant operations, Evergy Kansas South, Inc. (Evergy Kansas South), formerly known as Kansas Gas and Electric Company.
•
Evergy Metro, Inc. (Evergy Metro), formerly known as Kansas City Power & Light Company, is an integrated, regulated electric utility that provides electricity to customers in the states of Missouri and Kansas.
•
Evergy Missouri West, Inc. (Evergy Missouri West), formerly known as KCP&L Greater Missouri Operations Company, is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.
•
Evergy Transmission Company, LLC (Evergy Transmission Company), formerly known as GPE Transmission Holding Company, LLC, owns 13.5% of Transource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC, a subsidiary of American Electric Power Company, Inc. (AEP). Transource is focused on the development of competitive electric transmission projects. Evergy Transmission Company accounts for its investment in Transource under the equity method.
Evergy Kansas Central also owns a 50% interest in Prairie Wind Transmission, LLC (Prairie Wind), which is a joint venture between Evergy Kansas Central and affiliates of AEP and Berkshire Hathaway Energy Company. Prairie Wind owns a 108-mile, 345 kV double-circuit transmission line that provides transmission service in the Southwest Power Pool, Inc. (SPP). Evergy Kansas Central accounts for its investment in Prairie Wind under the equity method.

Since the rebranding in September 2019, Evergy Kansas Central, Evergy Kansas South, Evergy Metro and Evergy Missouri West have been conducting business in their respective service territories using the name Evergy. Collectively, the Evergy Companies have approximately 14,700 MWs of owned generating capacity and renewable purchased power agreements and engage in the generation, transmission, distribution and sale of electricity to approximately 1.6 million customers in the states of Kansas and Missouri.

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Table of Contents



Evergy was incorporated in 2017 as Monarch Energy Holding, Inc. (Monarch Energy), a wholly-owned subsidiary of Great Plains Energy Incorporated (Great Plains Energy). Prior to the closing of the merger transactions, Monarch Energy changed its name to Evergy and did not conduct any business activities other than those required for its formation and matters contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of July 9, 2017, by and among Great Plains Energy, Evergy Kansas Central, Monarch Energy and King Energy, Inc. (King Energy), a wholly-owned subsidiary of Monarch Energy (Amended Merger Agreement). On June 4, 2018, in accordance with the Amended Merger Agreement, Great Plains Energy merged into Evergy, with Evergy surviving the merger and King Energy merged into Evergy Kansas Central, with Evergy Kansas Central surviving the merger. These merger transactions resulted in Evergy becoming the parent entity of Evergy Kansas Central and the direct subsidiaries of Great Plains Energy, including Evergy Metro and Evergy Missouri West. As a result of the closing of the merger transactions, each outstanding share of Great Plains Energy common stock was converted into 0.5981 shares of Evergy common stock, resulting in the issuance of 128.9 million shares. Additionally, each outstanding share of Evergy Kansas Central common stock was converted into 1 share of Evergy common stock.
Basis of Presentation
These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements in the Evergy Companies' combined 2018 Form 10-K.
These unaudited consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the unaudited consolidated financial statements for each of the Evergy Companies for these interim periods. In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Principles of Consolidation
Evergy Kansas Central was determined to be the accounting acquirer in the merger and thus, the predecessor of Evergy. Evergy had separate operations for the period beginning with the quarter ended June 30, 2018, and references to amounts for periods after the closing of the merger relate to Evergy. The results of Great Plains Energy's direct subsidiaries have been included in Evergy's results of operations from June 4, 2018, the date of the closing of the merger, and thereafter.
Each of Evergy's, Evergy Kansas Central's and Evergy Metro's unaudited consolidated financial statements includes the accounts of their subsidiaries and variable interest entities (VIEs) of which they are the primary beneficiary. Undivided interests in jointly-owned generation facilities are included on a proportionate basis.  Intercompany transactions have been eliminated. The Evergy Companies assess financial performance and allocate resources on a consolidated basis (i.e., operate in one segment).

24
Table of Contents



Fuel Inventory and Supplies
The Evergy Companies record fuel inventory and supplies at average cost. The following table separately states the balances for fuel inventory and supplies.
 
September 30
December 31
 
 
2019
 
 
2018
 
Evergy
 
(millions)
 
Fuel inventory
 
$
118.5

 
 
$
168.9

 
Supplies
 
335.9

 
 
342.1

 
Fuel inventory and supplies
 
$
454.4

 
 
$
511.0

 
Evergy Kansas Central
 
 
 
Fuel inventory
 
$
64.8

 
 
$
87.8

 
Supplies
 
182.9

 
 
189.0

 
Fuel inventory and supplies
 
$
247.7

 
 
$
276.8

 
Evergy Metro
 
 

 
 
 

 
Fuel inventory
 
$
37.1

 
 
$
57.8

 
Supplies
 
120.1

 
 
119.8

 
Fuel inventory and supplies
 
$
157.2

 
 
$
177.6

 

Property, Plant and Equipment
The following tables summarize the property, plant and equipment of Evergy, Evergy Kansas Central and Evergy Metro.
September 30, 2019
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
 
(millions)
Electric plant in service
 
$
27,492.5

 
$
13,414.4

 
$
10,673.6

Electric plant acquisition adjustment
 
740.6

 
740.6

 
—

Accumulated depreciation
 
(10,136.6
)
 
(4,872.5
)
 
(4,208.5
)
Plant in service, net
 
18,096.5

 
9,282.5

 
6,465.1

Construction work in progress
 
747.2

 
404.9

 
244.4

Nuclear fuel, net
 
131.4

 
65.3

 
66.1

Plant to be retired, net(a)
 
1.0

 
1.0

 
—

Property, plant and equipment, net
 
$
18,976.1

 
$
9,753.7

 
$
6,775.6

 
 
 
 
 
 
 
December 31, 2018
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
 
(millions)
Electric plant in service
 
$
26,916.7

 
$
13,176.7

 
$
10,439.1

Electric plant acquisition adjustment
 
740.6

 
740.6

 
—

Accumulated depreciation
 
(9,694.1
)
 
(4,642.8
)
 
(4,022.4
)
Plant in service, net
 
17,963.2

 
9,274.5

 
6,416.7

Construction work in progress
 
685.2

 
376.7

 
204.4

Nuclear fuel, net
 
133.1

 
66.1

 
67.0

Plant to be retired, net(a)
 
1.0

 
1.0

 
—

Property, plant and equipment, net
 
$
18,782.5

 
$
9,718.3

 
$
6,688.1

(a) As of September 30, 2019, and December 31, 2018, represents the planned retirement of Evergy Kansas Central analog meters prior to the end of their remaining useful lives.

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Other Income (Expense), Net
The table below shows the detail of other expense for each of the Evergy Companies.
 
Three Months Ended
September 30
 
Year to Date
September 30
 
2019
 
2018
 
2019
 
2018
Evergy
(millions)
Non-service cost component of net benefit cost
$
(13.7
)
 
$
(17.6
)
 
$
(40.9
)
 
$
(32.8
)
Other
(6.0
)
 
(13.2
)
 
(16.3
)
 
(22.4
)
Other expense
$
(19.7
)
 
$
(30.8
)
 
$
(57.2
)
 
$
(55.2
)
Evergy Kansas Central
 
 
 
 
 
 
 
Non-service cost component of net benefit cost
$
(4.9
)
 
$
(7.2
)
 
$
(14.5
)
 
$
(19.0
)
Other
(5.9
)
 
(8.0
)
 
(15.4
)
 
(17.1
)
Other expense
$
(10.8
)
 
$
(15.2
)
 
$
(29.9
)
 
$
(36.1
)
Evergy Metro(a)
 
 
 
 
 
 
 
Non-service cost component of net benefit cost
$
(5.0
)
 
$
(6.7
)
 
$
(15.3
)
 
$
(19.7
)
Other
0.1

 
(2.3
)
 
(0.4
)
 
(3.2
)
Other expense
$
(4.9
)
 
$
(9.0
)
 
$
(15.7
)
 
$
(22.9
)
(a)Evergy Metro amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
Earnings Per Share
To compute basic earnings per share (EPS), Evergy divides net income attributable to Evergy, Inc. by the weighted average number of common shares outstanding. Diluted EPS includes the effect of issuable common shares resulting from restricted share units (RSUs), performance shares and restricted stock. Evergy computes the dilutive effects of potential issuances of common shares using the treasury stock method.

The following table reconciles Evergy's basic and diluted EPS.
 
Three Months Ended
September 30
 
Year to Date
September 30
 
2019
 
2018
 
2019
 
2018
Income
(millions, except per share amounts)
Net income
$
370.9

 
$
357.6

 
$
618.9

 
$
524.9

Less: net income attributable to noncontrolling interests
4.1

 
2.6

 
12.9

 
7.6

Net income attributable to Evergy, Inc.
$
366.8

 
$
355.0

 
$
606.0

 
$
517.3

Common Shares Outstanding
 
 
 
 
 

 
 

Weighted average number of common shares outstanding - basic
234.6

 
268.6

 
243.5

 
197.9

Add: effect of dilutive securities
0.4

 
0.2

 
0.3

 
0.1

Weighted average number of common shares outstanding - dilutive
235.0

 
268.8

 
243.8

 
198.0

Basic and Diluted EPS
$
1.56

 
$
1.32

 
$
2.49

 
$
2.61


There were no anti-dilutive securities for the three months ended and year to date September 30, 2019 and 2018.
Dividends Declared
In November 2019, Evergy's Board of Directors (Evergy Board) declared a quarterly dividend of $0.505 per share on Evergy's common stock. The common dividend is payable December 20, 2019, to shareholders of record as of November 27, 2019.
In November 2019, Evergy Metro's Board of Directors declared a cash dividend payable to Evergy of up to $40.0 million, payable no later than December 19, 2019.

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Supplemental Cash Flow Information
Year to Date September 30
 
2019
 
2018
Evergy
 
(millions)
Cash paid for (received from):
 
 
 
 
Interest, net of amounts capitalized
 
$
240.8

 
$
148.7

Interest of VIEs
 
1.6

 
2.3

Income taxes, net of refunds
 
(13.1
)
 
0.6

Non-cash investing transactions:
 
 
 
 
Property, plant and equipment additions (reductions)
 
99.4

 
(24.8
)
Non-cash financing transactions:
 
 
 
 
Issuance of stock for compensation and reinvested dividends
 
(0.3
)
 
0.4

Evergy Kansas Central
 
 
Cash paid for (received from):
 
 
 
 
Interest, net of amounts capitalized
 
$
109.4

 
$
110.5

Interest of VIEs
 
1.6

 
2.3

Income taxes, net of refunds
 
1.8

 
—

Non-cash investing transactions:
 
 
 
 
Property, plant and equipment additions (reductions)
 
35.3

 
(42.0
)
Evergy Metro(a)
 
 
Cash paid for (received from):
 
 
 
 
Interest, net of amounts capitalized
 
$
83.5

 
$
87.6

Income taxes, net of refunds
 
32.8

 
28.4

Non-cash investing transactions:
 
 
 
 
Property, plant and equipment additions
 
60.8

 
15.2

(a) Evergy Metro amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
See Note 15 for supplemental cash flow information regarding the Evergy Companies' leases.
New Accounting Standards
Intangibles - Internal-Use Software
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for recording implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. An entity in a hosting arrangement that is a service contract will need to determine to which project stage (that is, preliminary project stage, application development stage or post-implementation stage) an implementation activity relates. Costs for implementation activities in the application development stage are recorded as a prepaid asset depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities occur. Costs that are recorded to a prepaid asset are to be expensed over the term of the hosting arrangement. The new guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The new guidance can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted. The Evergy Companies early adopted ASU No. 2018-15 prospectively as of January 1, 2019. The adoption of ASU No. 2018-15 did not have a material impact on the Evergy Companies.

Leases
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

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expense recognition in the income statement.  Lessor accounting remains largely unchanged. In January 2018, the FASB issued ASU No. 2018-01, Leases: Land Easement Practical Expedient for Transition to Topic 842, which permits entities to elect an optional transition practical expedient to not evaluate, under Topic 842, land easements that exist or expired before the entity's adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which updates narrow aspects of the guidance issued in ASU No. 2016-02. Also in July 2018, the FASB issued ASU No. 2018-11, Leases: Targeted Improvements, which provides an optional transition method that allows entities to initially apply Topic 842 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods. In December 2018, the FASB issued ASU No. 2018-20, Leases: Narrow-Scope Improvements for Lessors, which is expected to reduce a lessor's implementation and ongoing costs associated with applying ASU No. 2016-02. In March 2019, the FASB issued ASU No. 2019-01, Leases: Codification Improvements, which clarifies certain lessor accounting and interim reporting requirements. ASU No. 2016-02 and the subsequent amendments are effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and requires a modified retrospective transition approach with an option to either adjust or not adjust comparative periods.
The Evergy Companies adopted the new guidance on January 1, 2019, without adjusting comparative periods for all leases existing as of January 1, 2019, by electing the optional transition method permitted by ASU No. 2018-11. As a result, Evergy, Evergy Kansas Central and Evergy Metro recorded an increase to assets and liabilities of approximately $110 million, $40 million and $80 million, respectively, as of January 1, 2019. Evergy Kansas Central and Evergy Metro have certain lease transactions between them for which the related assets and liabilities are eliminated at consolidated Evergy. The adoption of Topic 842 did not have a material impact on the Evergy Companies' consolidated statements of income and comprehensive income and there was no cumulative-effect adjustment recorded to the opening balance of retained earnings. The Evergy Companies also elected a practical expedient to forgo reassessing existing or expired contracts as leases to determine whether each is in scope of Topic 842 and to forgo reassessing lease classification for existing and expired leases.
See Note 15 for additional disclosures about the Evergy Companies' leases.
2. MERGER OF GREAT PLAINS ENERGY AND EVERGY KANSAS CENTRAL
Description of Merger Transaction
On June 4, 2018, Evergy completed the mergers contemplated by the Amended Merger Agreement. As a result of the mergers, Great Plains Energy merged into Evergy, with Evergy surviving the merger and King Energy merged into Evergy Kansas Central, with Evergy Kansas Central surviving the merger. Following the completion of these mergers, Evergy Kansas Central and the direct subsidiaries of Great Plains Energy, including Evergy Metro and Evergy Missouri West, became wholly-owned subsidiaries of Evergy.
The merger was structured as a merger of equals in a tax-free exchange of shares that involved no premium paid or received with respect to either Great Plains Energy or Evergy Kansas Central. As a result of the closing of the merger transaction, each outstanding share of Great Plains Energy common stock was converted into 0.5981 shares of Evergy common stock and each outstanding share of Evergy Kansas Central common stock was converted into 1 share of Evergy common stock.
Purchase Price Allocation
Based on an evaluation of the provisions of Accounting Standards Codification (ASC) 805, Business Combinations, Evergy Kansas Central was determined to be the accounting acquirer in the merger. Pursuant to the Amended Merger Agreement, Great Plains Energy's common stock shares were exchanged for Evergy common stock shares at the fixed exchange rate of 0.5981. The total consideration transferred of $6,975.7 million, including $12.5 million for the fair value of equity compensation awards, was based on the closing price of Evergy Kansas Central on June 4, 2018.

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The fair value of Great Plains Energy's assets acquired and liabilities assumed as of June 4, 2018, was determined based on significant estimates and assumptions that are judgmental in nature. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities.
The significant assets and liabilities recorded at fair values as of the merger date include long-term debt, asset retirement obligations, pension and post-retirement plans, accumulated deferred income tax liabilities and certain other long-term assets and liabilities.
The majority of Great Plains Energy's operations were subject to the rate-setting authority of the Public Service Commission of the State of Missouri (MPSC), the State Corporation Commission of the State of Kansas (KCC) and the Federal Energy Regulatory Commission (FERC) and were accounted for pursuant to GAAP, including the accounting guidance for regulated operations. The rate-setting and cost recovery provisions for Great Plains Energy's regulated operations provided revenue derived from costs including a return on investment of assets and liabilities included in rate base. Except for the significant assets and liabilities for which valuation adjustments were made as discussed above, the fair values of Great Plains Energy's tangible and intangible assets and liabilities subject to these rate-setting provisions approximated their carrying values and the assets and liabilities did not reflect any adjustments to these amounts other than for amounts not included in rate base. The difference between the fair value and pre-merger carrying amounts for Great Plains Energy's long-term debt, asset retirement obligations and pension and post-retirement plans that were related to regulated operations were recorded as a regulatory asset or liability. The excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed were recognized as goodwill as of the merger date.
The final purchase price allocation to Great Plains Energy's assets and liabilities as of June 4, 2018, is detailed in the following table.
 
 
(millions)
Current assets
 
$
2,151.7

Property, plant and equipment, net
 
9,179.7

Goodwill
 
2,336.6

Other long-term assets, excluding goodwill
 
1,235.9

Total assets
 
$
14,903.9

Current liabilities
 
1,673.9

Long-term liabilities, excluding long-term debt
 
2,895.7

Long-term debt, net
 
3,358.6

Total liabilities
 
$
7,928.2

Total purchase price
 
$
6,975.7


The purchase price allocation in the table above reflects refinements made to the preliminary fair values of long-term liabilities, excluding long-term debt included in the Evergy Companies' combined 2018 Form 10-K. These refinements include adjustments associated with deferred income taxes that resulted in a decrease to goodwill of $2.3 million.

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3. REVENUE
Evergy's, Evergy Kansas Central's and Evergy Metro's revenues disaggregated by customer class are summarized in the following tables.
Three Months Ended September 30, 2019
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Revenues
(millions)
Residential
$
653.0

 
$
268.9

 
$
249.2

Commercial
539.1

 
219.3

 
234.1

Industrial
175.3

 
111.3

 
40.8

Other retail
16.0

 
5.6

 
7.0

Total electric retail
$
1,383.4

 
$
605.1

 
$
531.1

Wholesale
96.3

 
67.7

 
23.5

Transmission
80.4

 
67.7

 
7.8

Industrial steam and other
6.2

 
1.7

 
0.6

Total revenue from contracts with customers
$
1,566.3

 
$
742.2

 
$
563.0

Other
11.3

 
6.8

 
5.8

Operating revenues
$
1,577.6

 
$
749.0

 
$
568.8

 
 
 
 
 
 
Year to Date September 30, 2019
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Revenues
(millions)
Residential
$
1,536.3

 
$
640.4

 
$
575.5

Commercial
1,391.2

 
556.4

 
613.5

Industrial
478.9

 
308.5

 
106.7

Other retail
35.3

 
15.8

 
12.3

Total electric retail
$
3,441.7

 
$
1,521.1

 
$
1,308.0

Wholesale
251.7

 
182.5

 
54.7

Transmission
233.5

 
205.5

 
14.0

Industrial steam and other
18.9

 
4.6

 
2.3

Total revenue from contracts with customers
$
3,945.8

 
$
1,913.7

 
$
1,379.0

Other
70.4

 
17.6

 
52.2

Operating revenues
$
4,016.2

 
$
1,931.3

 
$
1,431.2


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Three Months Ended September 30, 2018
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Revenues
(millions)
Residential
$
647.1

 
$
270.5

 
$
243.5

Commercial
530.5

 
217.4

 
231.1

Industrial
173.4

 
111.9

 
39.1

Other retail
10.9

 
5.4

 
2.7

Total electric retail
$
1,361.9

 
$
605.2

 
$
516.4

Wholesale
118.5

 
82.4

 
29.9

Transmission
80.6

 
72.2

 
3.8

Industrial steam and other
6.0

 
1.5

 
0.7

Total revenue from contracts with customers
$
1,567.0

 
$
761.3

 
$
550.8

Other
15.5

 
3.5

 
8.8

Operating revenues
$
1,582.5

 
$
764.8

 
$
559.6

 
Year to Date September 30, 2018
Evergy
 
Evergy Kansas Central
 
Evergy Metro(a)
Revenues
(millions)
Residential
$
1,169.4

 
$
671.9

 
$
585.4

Commercial
945.0

 
542.8

 
609.2

Industrial
375.5

 
297.2

 
105.4

Other retail
21.5

 
15.3

 
7.7

Total electric retail
$
2,511.4

 
$
1,527.2

 
$
1,307.7

Wholesale
302.4

 
263.7

 
38.5

Transmission
227.6

 
216.3

 
11.0

Industrial steam and other
10.0

 
4.6

 
3.0

Total revenue from contracts with customers
$
3,051.4

 
$
2,011.8

 
$
1,360.2

Other
24.7

 
4.1

 
48.7

Operating revenues
$
3,076.1

 
$
2,015.9

 
$
1,408.9

(a)Evergy Metro amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.

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4. RECEIVABLES
The Evergy Companies' receivables are detailed in the following table.
 
September 30
December 31
 
 
2019
 
 
2018
 
Evergy
 
(millions)
 
Customer accounts receivable - billed
 
$
19.5

 
 
$
16.7

 
Customer accounts receivable - unbilled
 
155.9

 
 
91.2

 
Other receivables
 
102.3

 
 
95.0

 
Allowance for doubtful accounts
 
(8.9
)
 
 
(9.2
)
 
Total
 
$
268.8

 
 
$
193.7

 
Evergy Kansas Central
 
 
 
Customer accounts receivable - billed
 
$
—

 
 
$
—

 
Customer accounts receivable - unbilled
 
60.7

 
 
16.6

 
Other receivables
 
83.4

 
 
71.6

 
Allowance for doubtful accounts
 
(3.4
)
 
 
(3.9
)
 
Total
 
$
140.7

 
 
$
84.3

 
Evergy Metro
 
 

 
 
 

 
Customer accounts receivable - billed
 
$
9.1

 
 
$
7.8

 
Customer accounts receivable - unbilled
 
65.0

 
 
42.9

 
Other receivables
 
14.0

 
 
15.8

 
Allowance for doubtful accounts
 
(3.9
)
 
 
(3.8
)
 
Total
 
$
84.2

 
 
$
62.7

 

Evergy's, Evergy Kansas Central's and Evergy Metro's other receivables at September 30, 2019 and December 31, 2018, consisted primarily of receivables from partners in jointly-owned electric utility plants and wholesale sales receivables. As of September 30, 2019, other receivables for Evergy, Evergy Kansas Central and Evergy Metro included receivables from contracts with customers of $45.3 million, $41.3 million and $0.8 million, respectively. As of December 31, 2018, other receivables for Evergy, Evergy Kansas Central and Evergy Metro included receivables from contracts with customers of $65.8 million, $55.9 million and $5.5 million, respectively.
The Evergy Companies recorded bad debt expense related to contracts with customers as summarized in the following table.
 
Three Months Ended
September 30
 
Year to Date
September 30
 
2019
 
2018
 
2019
 
2018
 
(millions)
Evergy
$
11.4

 
$
4.5

 
$
22.0

 
$
10.6

Evergy Kansas Central
2.0

 
1.1

 
5.4

 
6.2

Evergy Metro (a)
6.8

 
3.9

 
11.6

 
7.5

(a) Evergy Metro amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
Sale of Accounts Receivable
Evergy Kansas Central, Evergy Metro and Evergy Missouri West sell an undivided percentage ownership interest in their retail electric accounts receivable to independent outside investors. These sales of the undivided percentage ownership interests in accounts receivable to independent outside investors are accounted for as secured borrowings with accounts receivable pledged as collateral and a corresponding short-term collateralized note payable recognized on the balance sheets.  At September 30, 2019 and December 31, 2018, Evergy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $395.0 million and $365.0 million, respectively. At September 30, 2019 and December 31, 2018, Evergy Kansas Central's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $200.0 million and

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$185.0 million, respectively. At September 30, 2019 and December 31, 2018, Evergy Metro's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $130.0 million.
Each receivable sale facility expires in September 2020. Evergy Kansas Central's facility allows for $185.0 million in aggregate outstanding principal amount of borrowings from mid-October through mid-June and then $200.0 million from mid-June through mid-October. Evergy Metro's facility allows for $130.0 million in aggregate outstanding principal amount of borrowings at any time. Evergy Missouri West's facility allows for $50.0 million in aggregate outstanding principal amount of borrowings from mid-November through mid-June and then $65.0 million from mid-June through mid-November.
5. RATE MATTERS AND REGULATION
KCC Proceedings
Evergy Kansas Central 2019 Transmission Delivery Charge (TDC)
In March 2019, the KCC issued an order adjusting Evergy Kansas Central's retail prices to include updated transmission costs as reflected in the FERC transmission formula rate (TFR). The new prices were effective in April 2019 and are expected to decrease Evergy Kansas Central's annual retail revenues by $7.7 million.
Evergy Metro 2019 TDC
In April 2019, the KCC issued an order adjusting Evergy Metro's retail prices to include updated transmission costs as reflected in the FERC TFR. The new prices were effective in May 2019 and are expected to decrease Evergy Metro's annual retail revenues by $8.3 million.
Evergy Kansas Central Retail Energy Cost Adjustment (RECA) Recovery of 8% of Jeffrey Energy Center (JEC)
As part of the non-unanimous stipulation and agreement approved by the KCC in September 2018 in Evergy Kansas Central's 2018 rate case, it was agreed that in the event that Evergy Kansas Central purchased the 8% ownership interest in JEC that it had historically leased from a trust it would be entitled to file a request with the KCC to recover operating and maintenance and capital costs associated with the 8% ownership through its RECA as these amounts were not reflected in Evergy Kansas Central's rates established as part of the 2018 rate case.
In the first quarter of 2019, Evergy Kansas Central entered into an agreement with the trust to extend its lease of the 8% interest in JEC from the previous expiration date of January 2019 to August 2019 and to then purchase the 8% ownership interest from the trust at the time the lease expired. Pursuant to the agreement, Evergy Kansas Central's purchase of the 8% ownership interest of JEC closed in August 2019.
In March 2019, Evergy Kansas Central filed an application with the KCC to request recovery through the RECA of deferred lease expense and operating and maintenance expense incurred during the lease extension and future operating and maintenance expense subsequent to the purchase of the 8% ownership interest in JEC. In September 2019, the KCC issued an order finding that the lease extension and subsequent purchase of the 8% ownership interest by Evergy Kansas Central were not prudent and disallowed the recovery from retail customers of all associated capital and operating costs that were incurred during the lease extension and will be incurred in the future. The KCC order also provided that Evergy Kansas Central be allowed to retain any wholesale electricity sales associated with the 8% ownership interest of JEC.
As a result of the KCC order in September 2019, Evergy and Evergy Kansas Central recorded an $8.4 million pre-tax loss to operating and maintenance expense in their consolidated statements of income and comprehensive income for the three months ended and year to date September 30, 2019 associated with the write-off of a regulatory asset for the deferred lease expense and other operating expenses.
Evergy Kansas Central and Evergy Metro Earnings Review and Sharing Plan (ERSP)
As part of their merger settlement agreement with the KCC, Evergy Kansas Central and Evergy Metro agreed to participate in an ERSP for the years 2019 through 2022. Under the ERSP, Evergy Kansas Central's and Evergy Metro's Kansas jurisdiction are required to refund to customers 50% of annual earnings in excess of their authorized return on equity of 9.3% to the extent the excess earnings exceed the amount of Evergy Kansas Central's and Evergy Metro's annual merger bill credits for the year being measured.

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As of September 30, 2019, Evergy Kansas Central and Evergy Metro estimate their 2019 annual earnings will not result in a refund obligation. Evergy Kansas Central and Evergy Metro expect to file their 2019 earnings calculations with the KCC in March 2020. The final refund obligation, if any, will be decided by the KCC and could vary from the current estimate.
MPSC Proceedings
Evergy Missouri West Other Proceedings
In December 2018, the Office of the Public Counsel (OPC) and the Midwest Energy Consumers Group (MECG) filed a petition with the MPSC requesting an accounting authority order (AAO) that would require Evergy Missouri West to record a regulatory liability for all revenues collected from customers for return on investment, non-fuel operations and maintenance costs, taxes including accumulated deferred income taxes, and all other costs associated with Sibley Station following the station’s retirement in November 2018.
In October 2019, the MPSC granted OPC's and MECG's request for an AAO and required Evergy Missouri West to record to a regulatory liability the revenues discussed above for consideration in Evergy Missouri West's next rate case, which is expected to be completed no later than 2022. Depending on the MPSC's decision in this next rate case, Evergy Missouri West could be required to refund to customers all or a portion of amounts collected in revenue for Sibley Station since December 2018 or, alternatively, could be required to make no refunds.
As a result of the MPSC order, Evergy has recorded a regulatory liability of $6.5 million as of September 30, 2019 for the estimated amount of revenues that Evergy Missouri West has collected from customers for Sibley Station since December 2018 that Evergy has determined is probable of refund and Evergy expects that it will continue to defer such amounts as collected from customers until new rates become effective in Evergy Missouri West's next rate case. The accrual for this estimated amount does not include certain revenues collected related to Sibley Station that Evergy has determined to not be probable of refund in the next rate case based on the relevant facts and circumstances. While Evergy has determined these additional revenues to not be probable of refund, the ultimate resolution of this matter in Evergy Missouri West's next rate case is uncertain and could result in an estimated loss of up to approximately $15 million in excess of the amount accrued per year until Evergy Missouri West's new rates become effective. Evergy's regulatory liability for probable refunds as of September 30, 2019 and estimated loss in excess of the amount accrued represent estimates that could change significantly based on ongoing developments including as a result of an appeal of the MPSC order, decisions in other regulatory proceedings that establish precedent applicable to this matter and positions of parties on this issue in a future Evergy Missouri West rate case.
Evergy Missouri West also expects that the MPSC's decision in its next rate case could impact the valuation of its $131.6 million regulatory asset as of September 30, 2019 for retired generation facilities. This regulatory asset is reduced by approximately $7 million of annual amortization expense which is an amount equal to the annual depreciation expense for the asset reflected in retail rates. See "Plant to be Retired, Net" within Note 1 to the consolidated financial statements of the Evergy Companies' 2018 Form 10-K for more information.
FERC Proceedings
Evergy Kansas Central TFR
Evergy Kansas Central's TFR, effective in January 2019, includes projected 2019 transmission capital expenditures and operating costs and is expected to decrease annual transmission revenues by $11.2 million when compared to 2018. This updated rate provided the basis for Evergy Kansas Central's request with the KCC to adjust its retail prices to include updated transmission costs as discussed above.
Evergy Kansas Central's TFR, effective in January 2020, includes projected 2020 transmission capital expenditures and operating costs and is expected to decrease annual transmission revenues by $13.6 million when compared to 2019. This updated rate will provide the basis for any subsequent requests by Evergy Kansas Central with the KCC to adjust its retail prices to include updated transmission costs.
Evergy Metro TFR
Evergy Metro's TFR, effective in January 2019, includes projected 2019 transmission capital expenditures and operating costs and is expected to decrease annual transmission revenues by $2.8 million when compared to 2018.

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This updated rate provided the basis for Evergy Metro's request with the KCC to adjust its retail prices to include updated transmission costs as discussed above.
Evergy Metro's TFR, effective in January 2020, includes projected 2020 transmission capital expenditures and operating costs and is expected to decrease annual transmission revenues by $1.7 million when compared to 2019. This updated rate will provide the basis for any subsequent request by Evergy Metro with the KCC to adjust its retail prices to include updated transmission costs.
6. GOODWILL
Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impairment exists. Evergy's impairment test for the $2,336.6 million of goodwill that was recorded as a result of the Great Plains Energy and Evergy Kansas Central merger was conducted as of May 1, 2019. 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 impairment loss is recognized for the difference between the carrying amount of the reporting unit and its fair value. Evergy's consolidated operations are considered one reporting unit for assessment of impairment, as management assesses financial performance and allocates resources on a consolidated basis. 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 a market multiple derived from the historical earnings before interest, income taxes, depreciation and amortization and market prices of the 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. The fair value of the reporting unit exceeded the carrying amount, including goodwill. As a result, there was no impairment of goodwill.
7. PENSION PLANS AND POST-RETIREMENT BENEFITS
Evergy and certain of its subsidiaries maintain, and Evergy Kansas Central and Evergy Metro participate in, qualified non-contributory defined benefit pension plans covering the majority of Evergy Kansas Central's and Evergy Metro's employees as well as certain non-qualified plans covering certain active and retired officers. Evergy is also responsible for its 94% ownership share of Wolf Creek Generating Station's (Wolf Creek) defined benefit plans, consisting of Evergy Kansas Central's and Evergy Metro's respective 47% ownership shares.
For the majority of employees, pension benefits under these plans reflect the employees' compensation, years of service and age at retirement. However, for the plan covering Evergy Kansas Central's employees, the benefits for non-union employees hired between 2002 and the second quarter of 2018 and union employees hired beginning in 2012 are derived from a cash balance account formula. The plan was closed to future non-union employees in 2018. For the plans covering Evergy Metro's employees, the benefits for union employees hired beginning in 2014 are derived from a cash balance account formula and the plans were closed to future non-union employees in 2014.
Evergy and its subsidiaries also provide certain post-retirement health care and life insurance benefits for substantially all retired employees of Evergy Kansas Central and Evergy Metro and their respective shares of Wolf Creek's post-retirement benefit plans.
The Evergy Companies record pension and post-retirement expense in accordance with rate orders from the KCC and MPSC 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.
For the three months ended and year to date September 30, 2019, Evergy and Evergy Metro recorded pension settlement charges of $14.5 million and $20.8 million, respectively, as a result of accelerated pension distributions related to voluntary severance programs. Evergy and Evergy Metro deferred substantially all of the charges to a regulatory asset and expects to recover these amounts over future periods pursuant to regulatory agreements.

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The following tables provide the components of net periodic benefit costs prior to the effects of capitalization and sharing with joint owners of power plants.
 
Pension Benefits
 
Post-Retirement Benefits
Three Months Ended September 30, 2019
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Components of net periodic benefit costs
(millions)
Service cost
$
19.1

 
$
7.3

 
$
11.8

 
$
0.6

 
$
0.2

 
$
0.4

Interest cost
27.5

 
13.4

 
14.1

 
2.6

 
1.4

 
1.2

Expected return on plan assets
(27.0
)
 
(13.7
)
 
(12.3
)
 
(2.5
)
 
(1.7
)
 
(0.8
)
Prior service cost
0.5

 
0.5

 
0.2

 
0.1

 
0.1

 
—

Recognized net actuarial (gain)/loss
6.9

 
6.2

 
12.2

 
(0.3
)
 
(0.1
)
 
(0.3
)
Settlement and special termination benefits
14.5

 
—

 
20.8

 
—

 
—

 
—

Net periodic benefit costs before regulatory adjustment and intercompany allocations
41.5

 
13.7

 
46.8

 
0.5

 
(0.1
)
 
0.5

Regulatory adjustment
4.9

 
0.5

 
(14.7
)
 
(0.8
)
 
(0.7
)
 
0.1

Intercompany allocations
—

 
—

 
(13.6
)
 
—

 
—

 
(0.2
)
Net periodic benefit costs (income)
$
46.4

 
$
14.2

 
$
18.5

 
$
(0.3
)
 
$
(0.8
)
 
$
0.4

 
 
 
 
 
 
 
 
 
 
 
 
 
Pension Benefits
 
Post-Retirement Benefits
Year to Date September 30, 2019
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Components of net periodic benefit costs
(millions)
Service cost
$
57.3

 
$
21.8

 
$
35.5

 
$
1.9

 
$
0.8

 
$
1.1

Interest cost
82.4

 
40.3

 
42.1

 
7.9

 
4.2

 
3.7

Expected return on plan assets
(80.9
)
 
(41.1
)
 
(36.9
)
 
(7.5
)
 
(5.0
)
 
(2.5
)
Prior service cost
1.5

 
1.3

 
0.7

 
0.3

 
0.3

 
—

Recognized net actuarial (gain)/loss
20.6

 
19.0

 
36.7

 
(0.9
)
 
(0.4
)
 
(1.1
)
Settlement and special termination benefits
14.5

 
—

 
20.8

 
—

 
—

 
—

Net periodic benefit costs before regulatory adjustment and intercompany allocations
95.4

 
41.3

 
98.9

 
1.7

 
(0.1
)
 
1.2

Regulatory adjustment
30.4

 
1.5

 
(15.9
)
 
(2.5
)
 
(2.2
)
 
0.3

Intercompany allocations
—

 
—

 
(27.6
)
 
—

 
—

 
(0.3
)
Net periodic benefit costs (income)
$
125.8

 
$
42.8

 
$
55.4

 
$
(0.8
)
 
$
(2.3
)
 
$
1.2



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Pension Benefits
 
Post-Retirement Benefits
Three Months Ended September 30, 2018
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Components of net periodic benefit costs
(millions)
Service cost
$
20.2

 
$
8.0

 
$
12.2

 
$
0.7

 
$
0.4

 
$
0.5

Interest cost
26.3

 
12.7

 
12.0

 
2.5

 
1.2

 
1.2

Expected return on plan assets
(27.0
)
 
(13.9
)
 
(13.9
)
 
(2.5
)
 
(1.8
)
 
(0.7
)
Prior service cost
0.3

 
0.2

 
0.2

 
0.1

 
0.1

 
—

Recognized net actuarial (gain)/loss
8.1

 
8.1

 
10.9

 
(0.1
)
 
(0.1
)
 
—

Net periodic benefit costs before regulatory adjustment and intercompany allocations
27.9

 
15.1

 
21.4

 
0.7

 
(0.2
)
 
1.0

Regulatory adjustment
2.6

 
2.8

 
0.7

 
(0.4
)
 
(0.4
)
 
0.1

Intercompany allocations
—

 
—

 
(4.9
)
 
—

 
—

 
(0.2
)
Net periodic benefit costs (income)
$
30.5

 
$
17.9

 
$
17.2

 
$
0.3

 
$
(0.6
)
 
$
0.9

 
 
 
 
 
 
 
 
 
 
 
 
 
Pension Benefits
 
Post-Retirement Benefits
Year to Date September 30, 2018
Evergy
 
Evergy Kansas Central
 
Evergy Metro(a)
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro(a)
Components of net periodic benefit costs
(millions)
Service cost
$
40.4

 
$
24.1

 
$
36.5

 
$
1.5

 
$
1.0

 
$
1.5

Interest cost
56.2

 
38.1

 
37.4

 
5.4

 
3.7

 
3.6

Expected return on plan assets
(59.3
)
 
(41.9
)
 
(41.6
)
 
(6.2
)
 
(5.2
)
 
(2.1
)
Prior service cost
0.6

 
0.5

 
0.5

 
0.3

 
0.3

 
—

Recognized net actuarial (gain)/loss
24.4

 
24.4

 
33.8

 
(0.4
)
 
(0.4
)
 
(0.1
)
Net periodic benefit costs before regulatory adjustment and intercompany allocations
62.3

 
45.2

 
66.6

 
0.6

 
(0.6
)
 
2.9

Regulatory adjustment
8.4

 
8.4

 
2.1

 
(1.3
)
 
(1.3
)
 
(0.2
)
Intercompany allocations
—

 
—

 
(17.1
)
 
—

 
—

 
(0.8
)
Net periodic benefit costs (income)
$
70.7

 
$
53.6

 
$
51.6

 
$
(0.7
)
 
$
(1.9
)
 
$
1.9

(a) Evergy Metro amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
The components of net periodic benefit costs other than the service cost component are included in other expense on the Evergy Companies' consolidated statements of income and comprehensive income.
Year to date September 30, 2019, Evergy, Evergy Kansas Central and Evergy Metro made pension contributions of $54.6 million, $36.0 million and $18.6 million, respectively. Evergy expects to make additional pension contributions of $73.7 million in 2019 to satisfy the Employee Retirement Income Security Act of 1974, as amended (ERISA) funding requirements and KCC and MPSC rate orders, of which $7.1 million is expected to be paid by Evergy Kansas Central and $66.6 million is expected to be paid by Evergy Metro.
Year to date September 30, 2019, Evergy, Evergy Kansas Central and Evergy Metro made post-retirement benefit contributions of $2.2 million, $1.1 million and $1.1 million, respectively. Evergy and Evergy Metro expect to make additional contributions of $1.4 million in 2019 to the post-retirement benefit plans.

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8. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT
Evergy's $2.5 billion master credit facility expires in 2023. Evergy, Evergy Kansas Central, Evergy Metro and Evergy Missouri West have borrowing capacity under the master credit facility with specific sublimits for each borrower. These sublimits can be unilaterally adjusted by Evergy for each borrower provided the sublimits remain within minimum and maximum sublimits as specified in the facility. A default by any borrower under the facility or one of their significant subsidiaries on other indebtedness totaling more than $100.0 million constitutes a default by that borrower under the facility. Under the terms of this facility, each of Evergy, Evergy Kansas Central, Evergy Metro and Evergy Missouri West is required to maintain a total indebtedness to total capitalization ratio, as defined in the facility, of not greater than 0.65 to 1.00 at all times. As of September 30, 2019, Evergy, Evergy Kansas Central, Evergy Metro and Evergy Missouri West were in compliance with this covenant.
The following table summarizes the committed credit facilities (excluding receivable sale facilities discussed in Note 4) available to the Evergy Companies as of September 30, 2019 and December 31, 2018.
 
 
Amounts Drawn
 
 
 
 
Credit Facility
Commercial Paper
Letters of Credit
Cash Borrowings
Available Borrowings
 
Weighted Average Interest Rate on Short-Term Borrowings
September 30, 2019
(millions)
 
 
Evergy, Inc.
$
450.0

n/a
$
1.0

$
—

$
449.0

 
—%
Evergy Kansas Central
1,000.0

182.4

9.2

—

808.4

 
2.29%
Evergy Metro
600.0

74.9

—

—

525.1

 
2.28%
Evergy Missouri West
450.0

103.3

2.1

—

344.6

 
2.30%
Evergy
$
2,500.0

$
360.6

$
12.3

$
—

$
2,127.1

 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
Evergy, Inc.
$
450.0

n/a
$
1.0

$
—

$
449.0

 
—%
Evergy Kansas Central
1,000.0

411.7

18.3

—

570.0

 
3.08%
Evergy Metro
600.0

176.9

2.7

—

420.4

 
2.95%
Evergy Missouri West
450.0

150.0

2.1

—

297.9

 
3.00%
Evergy
$
2,500.0

$
738.6

$
24.1

$
—

$
1,737.3

 

In March 2019, Evergy entered into a $1.0 billion, 6-month term loan credit agreement with a group of banks to provide short-term financing for its common stock repurchase program. The agreement allowed for two term loans during the 6-month term of the agreement, in an aggregate principal amount not to exceed the credit limit of the agreement. At closing, Evergy borrowed $500.0 million under the agreement, allowing for one additional term loan borrowing in a principal amount up to $500.0 million. In June 2019, Evergy borrowed the remaining $500.0 million allowed under the agreement. In September 2019, Evergy repaid its $1.0 billion of borrowings under the term loan credit agreement with proceeds from its issuance of $1.6 billion of senior notes in September 2019.
9. LONG-TERM DEBT
Mortgage Bonds
In March 2019, Evergy Metro issued collateral mortgage bonds secured by the General Mortgage Indenture and Deed of Trust dated as of December 1, 1986, as supplemented (Evergy Metro Mortgage Indenture) to serve as collateral for Evergy Metro's obligations under the following outstanding unsecured senior notes:
•
$300.0 million of 3.15% Series, maturing in 2023;
•
$350.0 million of 3.65% Series, maturing in 2025;
•
$250.0 million of 6.05% Series, maturing in 2035;
•
$400.0 million of 5.30% Series, maturing in 2041;

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•
$300.0 million of 4.20% Series, maturing in 2047; and
•
$300.0 million of 4.20% Series, maturing in 2048.
The collateral mortgage bonds were issued to the trustee for the unsecured senior notes, are only payable if Evergy Metro defaults on the underlying unsecured senior notes and do not increase the amount of outstanding debt for Evergy Metro.
As a result of the above transactions, Evergy Metro's outstanding senior notes have effectively become secured by the mortgage lien of the Evergy Metro Mortgage Indenture and will rank equally and ratably with all of Evergy Metro's mortgage bonds, regardless of series, from time to time issued and outstanding under the Evergy Metro Mortgage Indenture.    
Also in March 2019, Evergy Metro issued, at a discount, $400.0 million of 4.125% Mortgage Bonds, maturing in 2049. Evergy Metro also repaid its $400.0 million of 7.15% Mortgage Bonds at maturity in April 2019.
In June 2019, Evergy Kansas South repaid its $300.0 million of 6.70% First Mortgage Bonds at maturity.
In August 2019, Evergy Kansas Central issued, at a discount, $300.0 million of 3.25% First Mortgage Bonds, maturing in 2049.
Senior Notes
In March 2019, Evergy Missouri West issued $100.0 million of 3.74% Senior Notes, maturing in 2022, under a note purchase agreement.
In September 2019, Evergy issued, at a discount, $800.0 million of 2.45% Senior Notes, maturing in 2024 and $800.0 million of 2.90% Senior Notes, maturing in 2029.
10. FAIR VALUE MEASUREMENTS
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. Management's 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, the Evergy Companies 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.
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 certain marketable debt securities, financial instruments traded in less than active markets 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.
NAV - Investments that do not have a readily determinable fair value are measured at NAV. These investments do not consider the observability of inputs and, therefore, they are not included within the fair value hierarchy. The Evergy Companies 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.

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The Evergy Companies record cash and cash equivalents, accounts receivable and short-term borrowings on their consolidated balance sheets at cost, which approximates fair value due to the short-term nature of these instruments.
Interest Rate Derivatives
The Evergy Companies are exposed to market risks arising from changes in interest rates and may use derivative instruments to manage these risks. From time to time, risk management activities may include entering into interest rate swap agreements to protect against unfavorable interest rate changes relating to forecasted debt transactions. These interest rate swap agreements can be designated as cash flow hedges, in which case gains and losses on the interest rate swaps are deferred in other comprehensive income to be recognized as an adjustment to interest expense over the same period that the hedged interest payments affect earnings. The Evergy Companies classify all cash inflows and outflows for interest rate swap agreements accounted for as cash flow hedges of forecasted debt transactions as financing activities on their consolidated statements of cash flows.

In September 2019, Evergy issued $800.0 million of 2.90% Senior Notes and paid $69.8 million to settle an interest rate swap agreement with a notional amount of $500.0 million that was designated as a cash flow hedge of interest payments on the debt issuance. Evergy entered into the interest rate swap agreement in December 2018. The $69.8 million pre-tax loss was recorded in other comprehensive loss on Evergy's consolidated statements of comprehensive income and is being reclassified from accumulated other comprehensive loss to interest expense over the ten-year term of the debt. For the three months ended and year to date September 30, 2019, a $0.2 million loss has been reclassified from accumulated other comprehensive loss to interest expense on Evergy's consolidated statements of comprehensive income. As of September 30, 2019, Evergy expects to amortize $5.2 million to earnings from accumulated other comprehensive loss over the next twelve months.
Fair Value of Long-Term Debt
The Evergy Companies measure the fair value of long-term debt using Level 2 measurements available as of the measurement date. The book value and fair value of the Evergy Companies' long-term debt and long-term debt of variable interest entities is summarized in the following table.
 
 
September 30, 2019
 
December 31, 2018
 
 
Book Value
 
Fair Value
 
Book Value
 
Fair Value
Long-term debt(a)
 
(millions)
Evergy(b)
 
$
9,000.3

 
$
9,843.1

 
$
7,341.7

 
$
7,412.1

Evergy Kansas Central
 
3,685.6

 
4,139.0

 
3,689.8

 
3,771.3

Evergy Metro
 
2,524.6

 
2,962.7

 
2,530.1

 
2,637.5

Long-term debt of variable interest entities(a)
 
 
 
 
 
 
 
 
Evergy
 
$
51.1

 
$
51.3

 
$
81.4

 
$
81.3

Evergy Kansas Central
 
51.1

 
51.3

 
81.4

 
81.3

(a) Includes current maturities.
(b) Book value as of September 30, 2019 and December 31, 2018, includes $129.2 million and $144.8 million, respectively, of fair value adjustments recorded in connection with purchase accounting for the Great Plains Energy and Evergy Kansas Central merger, which are not part of future principal payments and will amortize over the remaining life of the associated debt instrument.


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Recurring Fair Value Measurements
The following tables include the Evergy Companies' balances of financial assets and liabilities measured at fair value on a recurring basis.
Description
September 30, 2019
 
Level 1
 
Level 2
Level 3
NAV
Evergy Kansas Central
 
(millions)
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic equity funds
 
$
84.0

 
 
$
77.5

 
 
$
—

 
 
$
—

 
 
$
6.5

 
International equity funds
 
46.7

 
 
46.7

 
 
—

 
 
—

 
 
—

 
Core bond fund
 
36.6

 
 
36.6

 
 
—

 
 
—

 
 
—

 
High-yield bond fund
 
21.3

 
 
21.3

 
 
—

 
 
—

 
 
—

 
Emerging markets bond fund
 
17.2

 
 
17.2

 
 
—

 
 
—

 
 
—

 
Combination debt/equity/other fund
 
15.4

 
 
15.4

 
 
—

 
 
—

 
 
—

 
Alternative investments fund
 
24.8

 
 
—

 
 
—

 
 
—

 
 
24.8

 
Real estate securities fund
 
12.4

 
 
—

 
 
—

 
 
—

 
 
12.4

 
Cash equivalents
 
0.1

 
 
0.1

 
 
—

 
 
—

 
 
—

 
Total nuclear decommissioning trust
 
258.5

 
 
214.8

 
 
—

 
 
—

 
 
43.7

 
Rabbi trust
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Core bond fund
 
25.5

 
 
—

 
 
—

 
 
—

 
 
25.5

 
Combination debt/equity/other fund
 
6.1

 
 
—

 
 
—

 
 
—

 
 
6.1

 
Cash equivalents
 
0.2

 
 
0.2

 
 
—

 
 
—

 
 
—

 
Total rabbi trust
 
31.8

 
 
0.2

 
 
—

 
 
—

 
 
31.6

 
Total
 
$
290.3

 
 
$
215.0

 
 
$
—

 
 
$
—

 
 
$
75.3

 
Evergy Metro
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
$
193.7

 
 
$
193.7

 
 
$
—

 
 
$
—

 
 
$
—

 
Debt securities
 


 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury
 
50.1

 
 
50.1

 
 
—

 
 
—

 
 
—

 
U.S. Agency
 
0.4

 
 
—

 
 
0.4

 
 
—

 
 
—

 
State and local obligations
 
2.2

 
 
—

 
 
2.2

 
 
—

 
 
—

 
Corporate bonds
 
33.0

 
 
—

 
 
33.0

 
 
—

 
 
—

 
Foreign governments
 
0.1

 
 
—

 
 
0.1

 
 
—

 
 
—

 
Cash equivalents
 
2.6

 
 
2.6

 
 
—

 
 
—

 
 
—

 
Other
 
0.4

 
 
—

 
 
0.4

 
 
—

 
 
—

 
Total nuclear decommissioning trust
 
282.5

 
 
246.4

 
 
36.1

 
 
—

 
 
—

 
Self-insured health plan trust(b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
0.5

 
 
0.5

 
 
—

 
 
—

 
 
—

 
Debt securities
 
6.1

 
 
1.3

 
 
4.8

 
 
—

 
 
—

 
Cash and cash equivalents
 
3.7

 
 
3.7

 
 
—

 
 
—

 
 
—

 
Total self-insured health plan trust
 
10.3

 
 
5.5

 
 
4.8

 
 
—

 
 
—

 
Total
 
$
292.8

 
 
$
251.9

 
 
$
40.9

 
 
$
—

 
 
$
—

 
Other Evergy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rabbi trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed income fund
 
$
13.3

 
 
$
—

 
 
$
—

 
 
$
—

 
 
$
13.3

 
Cash and cash equivalents
 
0.5

 
 
0.5

 
 
—

 
 
—

 
 
—

 
Total rabbi trusts
 
$
13.8

 
 
$
0.5

 
 
$
—

 
 
$
—

 
 
$
13.3

 
Evergy
 
 

 
 
 

 
 
 

 
 
 

 
 
 
 
Assets
 
 

 
 
 

 
 
 

 
 
 

 
 
 
 
Nuclear decommissioning trust(a)
 
$
541.0

 
 
$
461.2

 
 
$
36.1

 
 
$
—

 
 
$
43.7

 
Rabbi trusts
 
45.6

 
 
0.7

 
 
—

 
 
—

 
 
44.9

 
Self-insured health plan trust(b)
 
10.3

 
 
5.5

 
 
4.8

 
 
—

 
 
—

 
Total
 
$
596.9

 
 
$
467.4

 
 
$
40.9

 
 
$
—

 
 
$
88.6

 

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Description
December 31, 2018
Level 1
Level 2
Level 3
NAV
Evergy Kansas Central
 
(millions)
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic equity funds
 
$
70.6

 
 
$
63.9

 
 
$
—

 
 
$
—

 
 
$
6.7

 
International equity funds
 
36.2

 
 
36.2

 
 
—

 
 
—

 
 
—

 
Core bond fund
 
37.5

 
 
37.5

 
 
—

 
 
—

 
 
—

 
High-yield bond fund
 
18.9

 
 
18.9

 
 
—

 
 
—

 
 
—

 
Emerging markets bond fund
 
15.4

 
 
15.4

 
 
—

 
 
—

 
 
—

 
Combination debt/equity/other fund
 
12.9

 
 
12.9

 
 
—

 
 
—

 
 
—

 
Alternative investments fund
 
24.1

 
 
—

 
 
—

 
 
—

 
 
24.1

 
Real estate securities fund
 
11.8

 
 
—

 
 
—

 
 
—

 
 
11.8

 
Cash equivalents
 
0.1

 
 
0.1

 
 
—

 
 
—

 
 
—

 
Total nuclear decommissioning trust
 
227.5

 
 
184.9

 
 
—

 
 
—

 
 
42.6

 
Rabbi trust
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Core bond fund
 
24.8

 
 
—

 
 
—

 
 
—

 
 
24.8

 
Combination debt/equity/other fund
 
5.6

 
 
—

 
 
—

 
 
—

 
 
5.6

 
Cash equivalents
 
0.2

 
 
0.2

 
 
—

 
 
—

 
 
—

 
Total rabbi trust
 
30.6

 
 
0.2

 
 
—

 
 
—

 
 
30.4

 
Total
 
$
258.1

 
 
$
185.1

 
 
$
—

 
 
$
—

 
 
$
73.0

 
Evergy Metro
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust(a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
$
166.6

 
 
$
166.6

 
 
$
—

 
 
$
—

 
 
$
—

 
Debt securities
 
 

 
 
 

 
 
 

 
 
 

 
 
 

 
U.S. Treasury
 
42.1

 
 
42.1

 
 
—

 
 
—

 
 
—

 
U.S. Agency
 
0.4

 
 
—

 
 
0.4

 
 
—

 
 
—

 
State and local obligations
 
2.1

 
 
—

 
 
2.1

 
 
—

 
 
—

 
Corporate bonds
 
30.9

 
 
—

 
 
30.9

 
 
—

 
 
—

 
Foreign governments
 
0.1

 
 
—

 
 
0.1

 
 
—

 
 
—

 
Cash equivalents
 
1.7

 
 
1.7

 
 
—

 
 
—

 
 
—

 
Other
 
0.7

 
 
0.7

 
 
—

 
 
—

 
 
—

 
Total nuclear decommissioning trust
 
244.6

 
 
211.1

 
 
33.5

 
 
—

 
 
—

 
Self-insured health plan trust(b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities
 
0.5

 
 
0.5

 
 
—

 
 
—

 
 
—

 
Debt securities
 
3.9

 
 
0.3

 
 
3.6

 
 
—

 
 
—

 
Cash and cash equivalents
 
8.0

 
 
8.0

 
 
—

 
 
—

 
 
—

 
Total self-insured health plan trust
 
12.4

 
 
8.8

 
 
3.6

 
 
—

 
 
—

 
Total
 
$
257.0

 
 
$
219.9

 
 
$
37.1

 
 
$
—

 
 
$
—

 
Other Evergy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rabbi trusts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed income fund
 
$
13.2

 
 
$
—

 
 
$
—

 
 
$
—

 
 
$
13.2

 
Total rabbi trusts
 
$
13.2

 
 
$
—

 
 
$
—

 
 
$
—

 
 
$
13.2

 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps(c)
 
$
5.4

 
 
$
—

 
 
$
5.4

 
 
$
—

 
 
$
—

 
Total
 
$
5.4

 
 
$
—

 
 
$
5.4

 
 
$
—

 
 
$
—

 
Evergy
 
 

 
 
 

 
 
 

 
 
 

 
 
 
 
Assets
 
 

 
 
 

 
 
 

 
 
 

 
 
 
 
Nuclear decommissioning trust(a)
 
$
472.1

 
 
$
396.0

 
 
$
33.5

 
 
$
—

 
 
$
42.6

 
Rabbi trust
 
43.8

 
 
0.2

 
 
—



—

 
 
43.6

 
Self-insured health plan trust(b)
 
12.4

 
 
8.8

 
 
3.6

 
 
—

 
 
—

 
Total
 
$
528.3

 
 
$
405.0

 
 
$
37.1

 
 
$
—

 
 
$
86.2

 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps(c)
 
$
5.4

 
 
$
—

 
 
$
5.4

 
 
$
—

 
 
$
—

 
Total
 
$
5.4

 
 
$
—

 
 
$
5.4

 
 
$
—

 
 
$
—

 

(a) 
Fair value is based on quoted market prices of the investments held by the trust and/or valuation models.  
(b) 
Fair value is based on quoted market prices of the investments held by the trust. Debt securities classified as Level 1 are comprised of U.S. Treasury securities. Debt securities classified as Level 2 are comprised of corporate bonds, U.S. Agency, state and local obligations, and other asset-backed securities.
(c) 
The fair value of interest rate swaps are determined by calculating the net present value of expected payments and receipts under the interest rate swaps using observable market inputs including interest rates and LIBOR swap rates.

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Certain Evergy and Evergy Kansas Central investments included in the table above are measured at NAV as they do not have readily determinable fair values. In certain situations, these investments may have redemption restrictions.
The following table provides additional information on these Evergy and Evergy Kansas Central investments.
 
September 30, 2019
 
December 31, 2018
 
September 30, 2019
 
Fair
 
Unfunded
 
Fair
 
Unfunded
 
Redemption
 
Length of
 
Value
 
Commitments
 
Value
 
Commitments
 
Frequency
 
Settlement
Evergy Kansas Central
(millions)
 
 
 
 
Nuclear decommissioning trust:
 
 
 
 
 
Domestic equity funds
$
6.5

 
$
3.6

 
$
6.7

 
$
4.3

 
(a)
 
(a)
Alternative investments fund(b)
24.8

 
—

 
24.1

 
—

 
Quarterly
 
65 days
Real estate securities fund(b)
12.4

 
—

 
11.8

 
—

 
Quarterly
 
65 days
Total
$
43.7

 
$
3.6

 
$
42.6

 
$
4.3

 
 
 
 
Rabbi trust:
 
 
 
 
 
 
 
 
 
 
 
Core bond fund
$
25.5

 
$
—

 
$
24.8

 
$
—

 
(c)
 
(c)
Combination debt/equity/other fund
6.1

 
—

 
5.6

 
—

 
(c)
 
(c)
Total
$
31.6

 
$
—

 
$
30.4

 
$
—

 
 
 
 
Other Evergy
 
 
 
 
 
 
 
 
 
 
 
Rabbi trusts:
 
 
 
 
 
 
 
 
 
 
 
Fixed income fund
$
13.3

 
$
—

 
$
13.2

 
$
—

 
(c)
 
(c)
Total Evergy investments at NAV
$
88.6

 
$
3.6

 
$
86.2

 
$
4.3

 
 
 
 
(a) 
This investment is in five long-term private equity funds that do not permit early withdrawal. Investments in these funds cannot be distributed until the underlying investments have been liquidated, which may take years from the date of initial liquidation. Three funds have begun to make distributions. The initial investment in the fourth and fifth fund occurred in the second quarter of 2016 and first quarter of 2018, respectively. The fourth fund's term is 15 years, subject to the general partner's right to extend the term for up to three additional one-year periods.  The fifth fund's term will be 15 years after the initial closing date, subject to additional extensions approved by a fund advisory committee to provide for an orderly liquidation of fund investments and dissolution of the fund.
(b) 
There is a holdback on final redemptions.
(c) 
This investment can be redeemed immediately and is not subject to any restrictions on redemptions.

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The Evergy Companies hold equity and debt investments classified as securities in various trusts including for the purposes of funding the decommissioning of Wolf Creek and for the benefit of certain retired executive officers of Evergy Kansas Central. The Evergy Companies record net realized and unrealized gains and losses on the nuclear decommissioning trusts in regulatory liabilities on their consolidated balance sheets and record net realized and unrealized gains and losses on the Evergy Companies' rabbi trusts in the consolidated statements of income and comprehensive income.
The following table summarizes the net unrealized gains (losses) for the Evergy Companies' nuclear decommissioning trusts and rabbi trusts.
 
 
Three Months Ended
September 30
 
Year to Date
September 30
 
 
2019
 
2018
 
2019
 
2018
Evergy Kansas Central
 
(millions)
Nuclear decommissioning trust - equity securities
 
$
0.2

 
$
6.5

 
$
26.2

 
$
(6.4
)
Rabbi trust - equity securities
 
0.5

 
3.7

 
2.7

 
3.2

Total
 
$
0.7

 
$
10.2

 
$
28.9

 
$
(3.2
)
Evergy Metro(a)
 
 
 
 
 
 
 
 
Nuclear decommissioning trust - equity securities
 
$
(0.5
)
 
$
8.6

 
$
24.7

 
$
9.1

Nuclear decommissioning trust - debt securities
 
1.5

 
(0.5
)
 
5.9

 
(2.8
)
Total
 
$
1.0

 
$
8.1

 
$
30.6

 
$
6.3

Evergy
 
 
 
 
 
 
 
 
Nuclear decommissioning trust - equity securities
 
$
(0.3
)
 
$
15.1

 
$
50.9

 
$
1.1

Nuclear decommissioning trust - debt securities
 
1.5

 
(0.5
)
 
5.9

 
(0.8
)
Rabbi trusts - equity securities
 
0.9

 
3.7

 
2.4

 
3.1

Total
 
$
2.1

 
$
18.3

 
$
59.2

 
$
3.4

(a) Evergy Metro amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
11. COMMITMENTS AND CONTINGENCIES
Environmental Matters
Set forth below are descriptions of contingencies related to environmental matters that may impact the Evergy Companies' operations or their financial results. Management's 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 the Evergy Companies' operations and consolidated financial results. Due in part to the complex nature of environmental laws and regulations, the Evergy Companies are unable to assess the impact of potential changes that may develop with respect to the environmental contingencies described below.
Cross-State Air Pollution Update Rule
In September 2016, the Environmental Protection Agency (EPA) finalized the Cross-State Air Pollution Update Rule (CSAPR). The final rule addresses interstate transport of nitrogen oxides 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. In December 2018, the EPA finalized the CSAPR Close-Out Rule, which determined that the existing CSAPR Update Rule fully addresses applicable states' interstate pollution transport obligations for the 2008 ozone NAAQS. Therefore, the EPA is proposing no additional reduction in the current ozone season allowance budgets in order to address obligations for the 2008 ozone NAAQS. Various states and others challenged the rule in the U.S. Court of Appeals for the D.C. Circuit (D.C. Circuit). In September 2019, the D.C. Circuit granted these petitions and remanded a portion of the CSAPR Update Rule back to EPA. The D.C. Circuit found that the rule does not establish deadlines for upwind states to eliminate emission impacts on

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downwind states' nonattainment areas. This is only applicable to those upwind states determined to have a significant impact on the applicable nonattainment areas. Due to the uncertainty in what the future CSAPR Update Rule will include, the Evergy Companies cannot determine the impact on their operations or consolidated financial results, but the impacts could be material.
National Ambient Air Quality Standards
Under the Clean Air Act Amendments of 1990 (CAA), the EPA set NAAQS for certain emissions known as the "criteria pollutants" considered harmful to public health and the environment, including two classes of particulate matter (PM), ozone, nitrogen dioxide (NO2) (a precursor to ozone), carbon monoxide and sulfur dioxide (SO2), 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 November 2017, the EPA designated all counties in the State of Kansas as well as the Missouri counties in Evergy Metro's and Evergy Missouri West's service territories as attainment/unclassifiable. It is not expected that this change will have a material impact on the Evergy Companies' consolidated financial results.
If areas surrounding the Evergy Companies' facilities are designated in the future as nonattainment and/or it is required to install additional equipment to control emissions at facilities of the Evergy Companies, it could have a material impact on the operations and consolidated financial results of the Evergy Companies.

Greenhouse Gases
Burning coal and other fossil fuels releases carbon dioxide (CO2) and other gases referred to as greenhouse gases (GHG).  Various regulations under the federal CAA limit CO2 and other GHG emissions, and in addition, other measures are being imposed or offered by individual states, municipalities and regional agreements with the goal of reducing GHG emissions.
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 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, achievement of interim emissions performance rates would have been required beginning in 2022 and final emissions performance rates would have been required by 2030. Legal challenges to the CPP were filed by groups of states and industry members, including Evergy Kansas Central, in the D.C. Circuit. The CPP was stayed by the Supreme Court in February 2016 and the D.C. Circuit has subsequently held the litigation in abeyance. Accordingly, the CPP was not implemented by the states.
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 was 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 the EPA’s authority. The EPA solicited comments on the legal interpretations contained in this rulemaking.
In August 2018, the EPA published in the Federal Register proposed regulations, which contained (1) emission guidelines for GHG emissions from existing electric utility generating units (EGUs), (2) revisions to emission guideline implementing regulations and (3) revisions to the new source review (NSR) program. These emission guidelines are better known as the Affordable Clean Energy (ACE) Rule. In July 2019, the EPA published in the Federal Register the final ACE Rule with one significant change from the proposal. The NSR program revisions

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were not included in the final version and are expected to be addressed in a future rulemaking. The ACE Rule establishes emission guidelines for states to use in the development of plans to reduce GHG emissions from existing coal-fired EGUs. This rule defines the "best system of emission reduction" (BSER) for GHG emissions from existing coal-fired EGUs as on-site, heat-rate efficiency improvements. The final rule also provides states with a list of candidate technologies that can be used to establish standards of performance and incorporate these performance standards into state plans. In order for the states to be able to effectively implement the emission guidelines contained in the ACE Rule, the EPA is finalizing new regulations under 111(d) of the CAA to help clarify this process. The ACE Rule became effective in September 2019. In conjunction with the finalization of the ACE Rule, the EPA also repealed the CPP. Also in September 2019, the D.C. Circuit granted motions to dismiss challenges to the CPP and challenges to EPA's denial of reconsideration of the CPP.
In December 2018, the EPA released a proposed rule to revise the existing GHG NSPS for new, modified and reconstructed fossil fuel-fired EGUs, which was issued in October 2015.  This proposed rule would determine that BSER for new EGUs is "the most efficient demonstrated steam cycle (e.g., supercritical steam conditions for large units and subcritical steam conditions for small units) in combination with the best operating practices."  This replaces the current determination that BSER for these units is the use of partial carbon capture and sequestration technology. The EPA is also proposing to address, in potential future rule making, existing operational limitations imposed by the rule on aero-derivative simple cycle combustion turbines.
Due to uncertainty regarding what future state implementation plans will require for compliance with the ACE Rule as well as legal challenges that have been filed, the Evergy Companies cannot determine the impact on their operations or consolidated financial results, but the cost to comply with the ACE Rule, should it be upheld and implemented in its current or a substantially similar form could be material.
Water    
The Evergy Companies discharge some of the water used in generation and other operations. This water may contain substances deemed to be pollutants. A November 2015 EPA 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 this 2015 rule vary from 2018 to 2023. In April 2017, the EPA announced it is reconsidering the ELG rule. 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. In April 2019, the U.S. Court of Appeals for the 5th Circuit (5th Circuit) issued a ruling that vacates and remands portions of the ELG rule. The 5th Circuit ruled in favor of environmental groups who argued that EPA did not set appropriate limits for the best available technology economically achievable for legacy waste water and leachate. The Evergy Companies are evaluating the 5th Circuit ruling, the existing ELG rule and related developments and cannot predict the resulting impact on their 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.
On November 4, 2019, the EPA released a pre-publication version of a proposed modification to the ELG rule. The proposed rule modifies numeric limits for flue gas desulfurization (FGD) wastewater and adds a 10% volumetric purge limit for bottom ash transport water. The timeline for final FGD wastewater compliance is also delayed by two years to December 31, 2025. The Evergy Companies are in the process of reviewing the proposed rule and the costs to comply with these changes could be material.
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 316(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. The Evergy Companies' current analysis indicates this rule will not have a significant impact on their coal plants that employ cooling towers or cooling lakes that can be classified as closed cycle cooling and do not expect the impact from this rule to be material. Plants without

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closed cycle cooling are under evaluation for compliance with these standards and may require additional controls that could be material.
Evergy Metro holds a permit from the Missouri Department of Natural Resources (MDNR) covering water discharge from its Hawthorn Station.  The permit authorizes Evergy Metro to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River.  Evergy Metro 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, Evergy Metro continues to operate under its current permit. Evergy and Evergy Metro 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 material impact on Evergy's and Evergy Metro's operations and consolidated financial results.  
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. Various states and others filed lawsuits challenging the WOTUS rule. In February 2018, the EPA and the U.S. Army Corps of Engineers finalized a rule adding an applicability date to the 2015 rule, which made the implementation date of the rule February 2020. In October 2019, the EPA and the U.S. Army Corps of Engineers issued a final rule that will repeal the 2015 rule effective in December 2019. This new rule recodifies the regulatory definition of WOTUS that existed before the 2015 rule.
Regulation of Coal Combustion Residuals
In the course of operating their coal generation plants, the Evergy Companies produce coal combustion residuals (CCRs), including fly ash, gypsum and bottom ash. Some of this ash production is recycled, 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 closure of certain ash disposal units. The Water Infrastructure Improvements for the Nation (WIIN) Act allows states to achieve delegated authority for CCR rules from the EPA. The Kansas Department of Health and Environment (KDHE) and MDNR have both determined that they will wait before proceeding with plans to regulate CCRs until current legal action associated with the CCR rule is final and planned upcoming modifications to the CCR rule are complete.
On July 30, 2018, the EPA published in the Federal Register a final rule called the Phase I, Part I CCR Remand Rule in order to modify portions of the 2015 rulemaking. The Phase I, Part I rule provides a timeline extension for unlined impoundments and landfills that must close due to groundwater impacts or location restriction and sets risk-based limits for certain groundwater constituents where a maximum contaminant level did not previously exist.
On August 21, 2018, the D.C. Circuit issued a ruling in the CCR rule litigation between the Utility Solid Waste Activities Group, the EPA and environmental organizations. Portions of the rule were vacated and were remanded back to the EPA for modification. Potential revisions to remanded sections will force all unlined surface impoundments to close regardless of groundwater conditions. Any changes to the rule based on this court decision will require additional rulemaking from the EPA.
In October 2018, a coalition of environmental groups (including Sierra Club) filed a petition for review in the D.C. Circuit challenging the Phase I, Part I revisions to the CCR Rule. In November 2018, this coalition requested the EPA to stay the October 31, 2020, deadline extension for initiating closure for unlined impoundments and landfills that must close due to groundwater impacts or location restrictions. The EPA rejected this request and the coalition filed a petition with the D.C. Circuit for a similar stay. In response, the EPA filed a motion with the D.C. Circuit to voluntarily remand the Part I, Phase I rule. In March 2019, the D.C. Circuit issued a ruling to grant EPA's motion to remand the rule. This ruling maintains the current October 31, 2020, deadline extension. As the EPA works on a rule modification, it is possible that this October 31, 2020, deadline will be modified. If the date is accelerated, some CCR units in the Evergy Companies' fleet could have to initiate closure on an earlier timeline than currently planned, the results of which could be material.

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On August 14, 2019, the EPA published in the Federal Register a proposed rule called the Phase II CCR Rule. This rule modifies the current CCR rule in response to court remands and EPA settlements stemming from litigation involving the original rule. This proposed rule, in its current form, is not expected to have a material impact on the Evergy Companies' operations or consolidated financial results.
On November 4, 2019, the EPA released a pre-publication version of a proposed rule modification called the "Phase A CCR Rule." This proposal addresses the D.C. Circuit-ruled vacatur from August 2018 along with the voluntary remand that occurred in March 2019. The proposal requires a deadline of August 31, 2020 for unlined and clay-lined surface impoundments to stop receiving waste and to initiate closure compared with the existing deadline of October 31, 2020. There is also an option for a 90-day extension on a case-by-case basis. The proposal also allows these surface impoundments to continue operating until October 2028 if there is a commitment to retire the associated coal-fired boiler(s). The Evergy Companies are in the process of reviewing the proposed rule and the costs to comply with these changes could be material.
The Evergy Companies have recorded asset retirement obligations (AROs) for their current estimates for the closure of ash disposal ponds, but the revision of these AROs may be required in the future due to changes in existing CCR regulations, the results of groundwater monitoring of CCR units or changes in interpretation of existing CCR regulations or changes in the timing or cost to close ash disposal ponds. If revisions to these AROs are necessary, the impact on the Evergy Companies' operations or consolidated financial results could be material.
12. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS
In the normal course of business, Evergy Kansas Central, Evergy Metro and Evergy Missouri West engage in related party transactions with one another. A summary of these transactions and the amounts associated with them is provided below. Transactions between Evergy Kansas Central and either Evergy Metro or Evergy Missouri West prior to June 4, 2018, the date of the merger, are not reflected below.
Jointly-Owned Plants and Shared Services
Evergy Metro employees manage Evergy Missouri West's business and operate its facilities at cost, including Evergy Missouri West's 18% ownership interest in Evergy Metro's Iatan Nos. 1 and 2.  The operating expenses and capital costs billed from Evergy Metro to Evergy Missouri West were $41.6 million and $125.8 million for the three months ended and year to date September 30, 2019, respectively. These costs totaled $43.4 million and $139.6 million for the three months ended and year to date September 30, 2018, respectively.
Evergy Kansas Central employees manage JEC and operate its facilities at cost, including Evergy Missouri West's 8% ownership interest in JEC. The operating expenses and capital costs billed from Evergy Kansas Central to Evergy Missouri West for JEC and other various business activities were $4.5 million and $17.2 million for the three months ended and year to date September 30, 2019, respectively. These costs totaled $0.8 million and $4.5 million for the three months ended and year to date September 30, 2018, respectively.
Evergy Metro employees manage La Cygne Station and operate its facilities at cost, including Evergy Kansas Central's 50% interest in La Cygne Station. Evergy Metro and Evergy Kansas Central employees also provide one another with shared service support, including costs related to human resources, information technology, accounting and legal services. The operating expenses and capital costs billed from Evergy Metro to Evergy Kansas Central were $33.0 million and $108.8 million for the three months ended and year to date September 30, 2019, respectively. These costs totaled $35.5 million and $50.8 million for the three months and year to date September 30, 2018, respectively. The operating and capital costs billed from Evergy Kansas Central to Evergy Metro were $9.7 million and $26.0 million for the three months ended and year to date September 30, 2019, respectively. These costs totaled $4.8 million and $10.8 million for the three months ended and year to date September 30, 2018, respectively.
Money Pool
Evergy Metro and Evergy Missouri West are also authorized to participate in the Evergy, Inc. money pool, an internal financing arrangement in which funds may be lent on a short-term basis to Evergy Metro and Evergy

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Missouri West from Evergy, Inc. and between Evergy Metro and Evergy Missouri West. At September 30, 2019 and December 31, 2018, Evergy Metro had no outstanding receivables or payables under the money pool.
Related Party Net Receivables and Payables
The following table summarizes Evergy Kansas Central's and Evergy Metro's related party net receivables and payables.
 
 
September 30
 
 
December 31
 
 
 
2019
 
 
2018
 
Evergy Kansas Central
 
(millions)
 
Net receivable from Evergy Missouri West
 
$
1.7

 
 
$
2.6

 
Net payable to Evergy Metro
 
(6.9
)
 
 
(13.5
)
 
Net payable to Evergy
 
(0.3
)
 
 
(1.4
)
 
 
 
 
 
 
 
 
Evergy Metro
 
 
 
 
 
 
Net receivable from Evergy Missouri West
 
$
66.7

 
 
$
72.6

 
Net receivable from Evergy Kansas Central
 
6.9

 
 
13.5

 
Net receivable from Evergy
 
16.7

 
 
15.7

 

Tax Allocation Agreement
Evergy 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. As of September 30, 2019 and December 31, 2018, Evergy Kansas Central had income taxes receivable from Evergy of $6.1 million and $42.7 million, respectively. As of September 30, 2019 and December 31, 2018, Evergy Metro had income taxes payable to Evergy of $10.6 million and $2.0 million, respectively.
Leases
Evergy Metro leases certain transmission equipment from Evergy Kansas Central. This lease was entered into prior to the merger in an arms-length transaction and is accounted for as an operating lease. As of September 30, 2019, Evergy Metro had a right-of-use asset of $29.6 million recorded within other long-term assets, $0.6 million of lease liability recorded in other current liabilities and $29.0 million of lease liability recorded in other long-term liabilities on its consolidated balance sheet related to this lease. The assets and liabilities related to this lease between Evergy Kansas Central and Evergy Metro are eliminated at consolidated Evergy.
13. SHAREHOLDERS' EQUITY
Common Stock Repurchase Program
In July 2018, the Evergy Board authorized the repurchase of up to 60 million shares of Evergy's common stock. Although this repurchase authorization has no expiration date, Evergy expects to repurchase approximately 60 million shares by mid-2020. Evergy is utilizing and plans to continue to utilize various methods to effectuate the share repurchase program, including but not limited to, a series of transactions that may include accelerated share repurchases (ASRs), open market transactions or other means, subject to market conditions and applicable legal requirements. The repurchase program may be suspended, discontinued or resumed at any time. Year to date September 30, 2019, Evergy had total repurchases of common stock of $1,628.7 million and had repurchased 27.5 million shares under the repurchase program. Since its inception, Evergy has made total repurchases of common stock of approximately $2.7 billion and has repurchased 43.9 million shares under the repurchase program. These repurchase totals include shares repurchased under ASR agreements, one of which had not reached final settlement as of September 30, 2019, and are discussed further below.
In November 2018, Evergy entered into an ASR agreement with a financial institution to purchase $475.0 million of Evergy common stock. In December 2018, the financial institution delivered to Evergy 6.4 million shares of common stock, representing a partial settlement of the contract, based on then-current market prices and Evergy

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paid a total of $475.0 million. The ASR agreement reached final settlement in February 2019 and resulted in the delivery of an additional 1.9 million shares to Evergy based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreement, less a negotiated discount.
In March 2019, Evergy entered into an ASR agreement with a financial institution to purchase $450.0 million of Evergy common stock. In March 2019, the financial institution delivered to Evergy 6.3 million shares of common stock, representing a partial settlement of the contract, based on then-current market prices and Evergy paid a total of $450.0 million. The ASR agreement reached final settlement in June 2019 and resulted in the delivery of an additional 1.5 million shares to Evergy based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreement, less a negotiated discount.
In June 2019, Evergy entered into an ASR agreement with a financial institution to purchase $500.0 million of Evergy common stock. In June 2019, the financial institution delivered to Evergy 7.1 million shares of common stock, representing a partial settlement of the contract, based on then-current market prices and Evergy paid a total of $500.0 million. The ASR agreement reached final settlement in September 2019 and resulted in the delivery of an additional 1.0 million shares to Evergy based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreement, less a negotiated discount.
In September 2019, Evergy entered into an ASR agreement with a financial institution to purchase $500.0 million of Evergy common stock. In September 2019, the financial institution delivered to Evergy 6.6 million shares of common stock, representing a partial settlement of the contract, based on then-current market prices and Evergy paid a total of $500.0 million. The final number of shares of Evergy common stock that Evergy may receive or be required to remit upon settlement of the ASR agreement will be based on the average daily volume weighted-average price of Evergy common stock during the term of the ASR agreement, less a negotiated discount. Final settlement of the ASR agreement will occur by December 2019, but may occur earlier at the option of the financial institution. Evergy expects that the final settlement of the ASR agreement will result in the delivery of additional shares of common stock to Evergy at no additional cost.
Evergy reflects ASRs as a repurchase of common stock in the period the shares are delivered for purposes of calculating earnings per share and as forward contracts indexed to its own common stock. Evergy's ASRs have met all of the applicable criteria for equity classification and therefore are not accounted for as derivative instruments.
Dividend Restrictions
Evergy depends on its subsidiaries to pay dividends on its common stock. The Evergy Companies have certain restrictions stemming from statutory requirements, corporate organizational documents, covenants and other conditions that could affect dividend levels or the ability to pay dividends.
The KCC order authorizing the merger transaction requires Evergy to maintain consolidated common equity of at least 35% of total consolidated capitalization.
Under the Federal Power Act, Evergy Kansas Central, Evergy Metro and Evergy Missouri West generally can pay dividends only out of retained earnings. Certain conditions in the MPSC and KCC orders authorizing the merger transaction also require Evergy Kansas Central and Evergy Metro to maintain consolidated common equity of at least 40% of total capitalization. Other conditions in the MPSC and KCC merger orders require Evergy Kansas Central, Evergy Metro and Evergy Missouri West to maintain credit ratings of at least investment grade. If Evergy Kansas Central's, Evergy Metro's or Evergy Missouri West's credit ratings are downgraded below the investment grade level as a result of their affiliation with Evergy or any of Evergy's affiliates, the impacted utility shall not pay a dividend to Evergy without KCC or MPSC approval or until the impacted utility's investment grade credit rating has been restored.
The master credit facility of Evergy, Evergy Kansas Central, Evergy Metro and Evergy Missouri West and the note purchase agreements for certain Evergy Missouri West senior notes contain covenants 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.

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As of September 30, 2019, all of Evergy's and Evergy Kansas Central's retained earnings and net income were free of restrictions and Evergy Metro had a retained earnings restriction of $120.0 million. Evergy's subsidiaries had restricted net assets of approximately $5.0 billion as of September 30, 2019. These restrictions are not expected to affect the Evergy Companies' ability to pay dividends at the current level for the foreseeable future.
14. TAXES
Components of income tax expense are detailed in the following tables.
Evergy
 
 
 
Three Months Ended
September 30
Year to Date
September 30
 
2019
 
2018
2019
 
2018
Current income taxes
(millions)
Federal
$
(31.2
)
 
$
(30.3
)
$
(10.6
)
 
$
(21.5
)
State
(0.8
)
 
1.5

(1.6
)
 
1.9

Total
(32.0
)
 
(28.8
)
(12.2
)
 
(19.6
)
Deferred income taxes
 
 
 
 

 
 

Federal
75.5

 
70.6

78.0

 
86.0

State
23.0

 
23.3

36.5

 
(35.7
)
Total
98.5

 
93.9

114.5

 
50.3

Investment tax credit amortization
(1.0
)
 
(1.0
)
(3.1
)
 
(2.4
)
Income tax expense
$
65.5

 
$
64.1

$
99.2

 
$
28.3

Evergy Kansas Central
 
 
 
 
 
 
 
Three Months Ended
September 30
Year to Date
September 30
 
2019
 
2018
2019
 
2018
Current income taxes
(millions)
Federal
$
11.2

 
$
8.0

$
39.1

 
$
18.9

State
(1.2
)
 
(9.2
)
(2.4
)
 
(6.7
)
Total
10.0

 
(1.2
)
36.7

 
12.2

Deferred income taxes
 
 
 
 

 
 

Federal
4.6

 
12.3

(9.3
)
 
15.4

State
12.0

 
12.0

21.1

 
(47.6
)
Total
16.6

 
24.3

11.8

 
(32.2
)
Investment tax credit amortization
(0.8
)
 
(0.7
)
(2.3
)
 
(2.0
)
Income tax expense (benefit)
$
25.8

 
$
22.4

$
46.2

 
$
(22.0
)

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Evergy Metro(a)
 
 
 
Three Months Ended
September 30
Year to Date
September 30
 
2019
 
2018
2019
 
2018
Current income taxes
(millions)
Federal
$
(2.2
)
 
$
20.7

$
32.1

 
$
43.5

State
3.9

 
6.8

9.3

 
11.6

Total
1.7

 
27.5

41.4

 
55.1

Deferred income taxes
 

 
 

 

 
 

Federal
26.3

 
(1.9
)
1.4

 
(23.4
)
State
4.5

 
2.7

1.9

 
49.4

Total
30.8

 
0.8

3.3

 
26.0

Investment tax credit amortization
(0.3
)
 
(0.3
)
(0.8
)
 
(0.8
)
Income tax expense
$
32.2

 
$
28.0

$
43.9

 
$
80.3


(a)Evergy Metro amounts are included in consolidated Evergy from June 4, 2018, the date of the closing of the merger, and thereafter.
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.
Evergy
 
 
 
 
 
 
 
Three Months Ended
September 30
Year to Date
September 30
 
2019
 
2018
2019
 
2018
Federal statutory income tax rate
21.0
 %
 
21.0
 %
21.0
 %
 
21.0
 %
Effect of:
 
 
 
 
 
 
COLI policies
(1.6
)
 
(2.4
)
(1.7
)
 
(2.4
)
State income taxes
4.0

 
4.6

3.9

 
4.7

Flow through depreciation for plant-related differences
(3.1
)
 
(1.5
)
(3.2
)
 
(1.6
)
Federal tax credits
(3.9
)
 
(7.5
)
(3.9
)
 
(7.5
)
Non-controlling interest
(0.4
)
 
(0.4
)
(0.4
)
 
(0.4
)
AFUDC equity
—

 
(0.1
)
—

 
(0.1
)
Amortization of federal investment tax credits
(0.5
)
 
(0.6
)
(0.5
)
 
(0.6
)
Changes in uncertain tax positions, net
(0.4
)
 
—

(0.3
)
 
—

State tax rate change
—

 
0.1

—

 
(9.5
)
Valuation allowance
—

 
—

(1.1
)
 
0.4

Stock compensation
0.3

 
—

0.2

 
(0.5
)
Officer compensation limitation
0.1

 
1.2

0.1

 
1.2

Other
(0.5
)
 
0.8

(0.3
)
 
0.4

Effective income tax rate
15.0
 %
 
15.2
 %
13.8
 %
 
5.1
 %

Evergy's state tax rate change for year to date September 30, 2018, is due to the revaluation of Evergy Kansas Central's state deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger.

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Evergy Kansas Central
 
 
 
 
 
 
 
Three Months Ended
September 30
Year to Date
September 30
 
2019
 
2018
2019
 
2018
Federal statutory income tax rate
21.0
 %
 
21.0
 %
21.0
 %
 
21.0
 %
Effect of:
 
 
 
 
 
 
COLI policies
(2.8
)
 
(4.0
)
(3.0
)
 
(4.0
)
State income taxes
4.4

 
1.1

4.2

 
3.3

Flow through depreciation for plant-related differences
0.8

 
1.5

0.5

 
0.3

Federal tax credits
(6.2
)
 
(11.8
)
(6.1
)
 
(11.7
)
Non-controlling interest
(0.8
)
 
(0.6
)
(0.8
)
 
(0.7
)
AFUDC equity
(0.1
)
 
(0.1
)
(0.1
)
 
(0.1
)
Amortization of federal investment tax credits
(0.7
)
 
(0.8
)
(0.7
)
 
(0.8
)
Changes in uncertain tax positions, net
(0.9
)
 
0.1

(0.5
)
 
0.1

State tax rate change
—

 
—

—

 
(17.7
)
Valuation allowance
—

 
—

(0.5
)
 
0.6

Stock compensation
—

 
—

(0.1
)
 
(0.9
)
Officer compensation limitation
—

 
1.9

—

 
1.9

Other
(1.4
)
 
2.9

(0.7
)
 
1.3

Effective income tax rate
13.3
 %
 
11.2
 %
13.2
 %
 
(7.4
)%

Evergy Kansas Central's state tax rate change for year to date September 30, 2018, is due to the revaluation of Evergy Kansas Central's state deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger.
Evergy Metro
 
 
 
 
 
 
 
Three Months Ended
September 30
Year to Date
September 30
 
2019
 
2018
2019
 
2018
Federal statutory income tax rate
21.0
 %
 
21.0
 %
21.0
 %
 
21.0
 %
Effect of:
 
 
 
 
 
 
COLI policies
(0.1
)
 
(0.2
)
(0.1
)
 
(0.2
)
State income taxes
3.6

 
5.0

3.2

 
5.1

Flow through depreciation for plant-related differences
(6.1
)
 
(4.9
)
(6.1
)
 
(4.9
)
Federal tax credits
(1.3
)
 
(1.9
)
(1.4
)
 
(1.8
)
AFUDC equity
—

 
—

—

 
(0.1
)
Amortization of federal investment tax credits
(0.3
)
 
(0.4
)
(0.3
)
 
(0.4
)
State tax rate change
—

 
—

—

 
14.5

Officer compensation limitation
0.3

 
0.7

0.3

 
0.5

Other
0.4

 
(0.4
)
(0.4
)
 
(1.0
)
Effective income tax rate
17.5
 %
 
18.9
 %
16.2
 %
 
32.7
 %

Evergy Metro's state tax rate change for year to date September 30, 2018, is due to the revaluation of Evergy Metro's state deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger, partially offset by a revaluation of Evergy Metro's state deferred income tax assets and liabilities as a result of the enactment of Missouri state income tax reform in June 2018.
15. LEASES
The Evergy Companies lease office buildings, computer equipment, vehicles, rail cars, generating plant and other property and equipment, including rail cars to serve jointly-owned generating units where Evergy Kansas Central or

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Evergy Metro is the managing partner and is reimbursed by other joint-owners for the other owners' proportionate share of the costs. Under GAAP, a contract is or contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Evergy Companies assess a contract as being or containing a lease if the contract identifies property, plant and equipment, provides the lessee the right to obtain substantially all of the economic benefits from use of the property, plant and equipment and provides the lessee the right to direct the use of the property, plant and equipment.
The Evergy Companies have entered several agreements to purchase energy through renewable purchase power agreements accounted for as leases that commenced prior to the application of Topic 842. Due to the intermittent nature of renewable generation, these leases have significant variable lease payments not included in the initial and subsequent measurement of the lease liability. Variable lease payments are expensed as incurred. In addition, certain other contracts contain payment for activity that transfers a separate good or service such as utilities or common area maintenance. The Evergy Companies have elected a practical expedient permitted by GAAP to not separate such components of the lease from other lease components for all leases.
The Evergy, Evergy Kansas Central and Evergy Metro leases have remaining terms ranging from 1 to 20 years, 1 to 20 years and 2 to 27 years, respectively. Leases that have original lease terms of twelve months or less are not recognized on the Evergy Companies’ balance sheets. Some leases have options to renew the lease or terminate early at the election of the Evergy Companies. Judgment is applied at lease commencement to determine the reasonably certain lease term based on then-current assumptions about use of the leased asset, market conditions and terms in the contract. The judgment applied to determine the lease term can significantly impact the measurement of the lease liability and right-of-use asset and lease classification.
The Evergy Companies typically discount lease payments over the term of the lease using their incremental borrowing rates at lease commencement to measure its initial and subsequent lease liability. For leases that existed at the initial application of Topic 842, the Evergy Companies used the incremental borrowing rates that corresponded to the remaining lease term as of January 1, 2019.
Leases may be classified as either operating leases or finance leases. The lease classification is based on assumptions of the lease term and discount rate, as discussed above, and the fair market value and economic life of the leased asset. Operating leases recognize a consistent expense each period over the lease term, while finance leases will result in the separate presentation of interest expense on the lease liability and amortization of the right-of-use asset. Finance leases are treated as operating leases for rate-making purposes and as such, the Evergy Companies defer to a regulatory asset or liability any material differences between expense recognition and the timing of payments in order to match what is being recovered in customer rates.

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The Evergy Companies’ lease expense is detailed in the following table.
Three Months Ended September 30, 2019
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Finance lease costs
 
(millions)
Amortization of right-of-use assets
 
$
2.3

 
$
2.4

 
$
—

Interest on lease liabilities
 
1.0

 
0.9

 
—

Operating lease costs
 
4.8

 
2.0

 
2.4

Short-term lease costs
 
0.8

 
0.3

 
0.5

Variable lease costs for renewable purchase power agreements
 
71.3

 
30.3

 
29.0

Total lease costs
 
$
80.2

 
$
35.9

 
$
31.9

 
 
 
 
 
 
 
Year to Date September 30, 2019
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Finance lease costs
 
(millions)
Amortization of right-of-use assets
 
$
4.0

 
$
3.9

 
$
0.1

Interest on lease liabilities
 
2.3

 
2.1

 
0.1

Operating lease costs
 
17.9

 
9.9

 
6.9

Short-term lease costs
 
2.3

 
0.6

 
1.6

Variable lease costs for renewable purchase power agreements
 
222.1

 
94.3

 
91.0

Total lease costs
 
$
248.6

 
$
110.8

 
$
99.7

Supplemental cash flow information related to the Evergy Companies' leases is detailed in the following table.
Year to Date September 30, 2019
Evergy
 
Evergy Kansas Central
 
Evergy Metro
Cash paid for amounts included in the measurement of lease liabilities:
(millions)
Operating cash flows from operating leases
$
17.4

 
$
10.2

 
$
7.2

Operating cash flows from finance leases
2.0

 
1.9

 
0.1

Financing cash flows from finance leases
3.3

 
3.2

 
0.1

Right-of-use assets obtained in exchange for new operating lease liabilities
3.0

 
0.6

 
2.4

Right-of-use assets obtained in exchange for new finance lease liabilities
2.3

 
2.3

 
—



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Finance Leases
Right-of-use assets for finance leases are included in property, plant and equipment on the Evergy Companies’ balance sheets. Lease liabilities for finance leases are included in other current and other long-term liabilities. Payments for finance leases as of September 30, 2019, are detailed in the following table.
 
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
 
(millions)
October 2019 through December 2019
 
$
1.8

 
$
1.7

 
$
0.1

2020
 
7.0

 
6.6

 
0.2

2021
 
6.5

 
6.0

 
0.2

2022
 
5.7

 
5.2

 
0.2

2023
 
4.8

 
4.4

 
0.2

After 2023
 
48.4

 
46.4

 
1.0

Total finance lease payments
 
74.2

 
70.3

 
1.9

Amounts representing imputed interest
 
(25.9
)
 
(24.8
)
 
(0.5
)
Present value of lease payments
 
48.3

 
45.5

 
1.4

Less: current portion
 
(4.8
)
 
(4.6
)
 
(0.1
)
Total long-term obligations under finance leases
 
$
43.5

 
$
40.9

 
$
1.3

 
 
 
 
 
 
 
Weighted-average remaining lease term (years)
 
15.3

 
15.7

 
8.9

Weighted-average discount rate
 
5.8
%
 
5.7
%
 
7.6
%
Estimated future commitments under finance leases as of December 31, 2018, are detailed in the following table.
 
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
 
(millions)
2019
 
$
6.4

 
$
6.0

 
$
0.2

2020
 
5.8

 
5.4

 
0.2

2021
 
5.3

 
4.9

 
0.2

2022
 
4.7

 
4.3

 
0.2

2023
 
4.0

 
3.6

 
0.2

After 2023
 
48.6

 
46.4

 
1.1

Total finance lease payments
 
74.8

 
70.6

 
2.1

Amounts representing imputed interest
 
(25.8
)
 
(24.6
)
 
(0.6
)
Present value of net minimum lease payments under finance leases
 
49.0

 
46.0

 
1.5

Less: current portion
 
(3.9
)
 
(3.7
)
 
(0.1
)
Total long-term obligations under finance leases
 
$
45.1

 
$
42.3

 
$
1.4




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Operating Leases
Right-of-use assets for operating leases are included in other long-term assets on the Evergy Companies’ balance sheets. Lease liabilities for operating leases are included in other current and other long-term liabilities. Lease payments for operating leases as of September 30, 2019, are detailed in the following table.
 
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
 
(millions)
October 2019 through December 2019
 
$
5.0

 
$
2.8

 
$
2.7

2020
 
18.9

 
10.3

 
10.7

2021
 
15.4

 
7.4

 
10.1

2022
 
12.4

 
5.2

 
9.3

2023
 
9.4

 
2.7

 
8.8

After 2023
 
52.5

 
2.8

 
91.3

Total operating lease payments
 
113.6

 
31.2

 
132.9

Amounts representing imputed interest
 
(18.9
)
 
(2.1
)
 
(36.5
)
Present value of lease payments
 
94.7

 
29.1

 
96.4

Less: current portion
 
(15.2
)
 
(9.2
)
 
(6.8
)
Total long-term obligations under operating leases
 
$
79.5

 
$
19.9

 
$
89.6

 
 
 
 
 
 
 
Weighted-average remaining lease term (years)
 
9.1

 
3.7

 
15.9

Weighted-average discount rate
 
3.9
%
 
3.4
%
 
4.2
%
Estimated future commitments under operating leases as of December 31, 2018, are detailed in the following table.
 
 
Evergy
 
Evergy Kansas Central
 
Evergy Metro
 
 
(millions)
2019
 
$
24.2

 
$
14.0

 
$
10.2

2020
 
20.7

 
10.1

 
10.6

2021
 
18.4

 
8.1

 
10.3

2022
 
15.2

 
5.2

 
10.0

2023
 
12.4

 
2.8

 
9.6

After 2023
 
95.0

 
3.1

 
91.8

Total operating lease payments
 
$
185.9

 
$
43.3

 
$
142.5


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following combined Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the consolidated financial statements and accompanying notes in this combined Quarterly Report on Form 10-Q and the Evergy Companies' combined 2018 Form 10-K. None of the registrants make any representation as to information related solely to Evergy, Evergy Kansas Central or Evergy Metro other than itself.

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EVERGY, INC.
EXECUTIVE SUMMARY
Evergy is a public utility holding company incorporated in 2017 and headquartered in Kansas City, Missouri. Evergy operates primarily through the following wholly-owned direct subsidiaries listed below. In September 2019, these wholly-owned direct subsidiaries were rebranded and renamed under the Evergy brand name.
•
Evergy Kansas Central, formerly known as Westar Energy, Inc., is an integrated, regulated electric utility that provides electricity to customers in the state of Kansas. Evergy Kansas Central has one active wholly-owned subsidiary with significant operations, Evergy Kansas South, formerly known as Kansas Gas and Electric Company.
•
Evergy Metro, formerly known as Kansas City Power & Light Company, is an integrated, regulated electric utility that provides electricity to customers in the states of Missouri and Kansas.
•
Evergy Missouri West, formerly known as KCP&L Greater Missouri Operations Company, is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri.
•
Evergy Transmission Company, formerly known as GPE Transmission Holding Company LLC, owns 13.5% of Transource with the remaining 86.5% owned by AEP Transmission Holding Company, LLC, a subsidiary of AEP. Transource is focused on the development of competitive electric transmission projects. Evergy Transmission Company accounts for its investment in Transource under the equity method.
Evergy Kansas Central also owns a 50% interest in Prairie Wind, which is a joint venture between Evergy Kansas Central and affiliates of AEP and Berkshire Hathaway Energy Company. Prairie Wind owns a 108-mile, 345 kV double-circuit transmission line that provides transmission service in the SPP. Evergy Kansas Central accounts for its investment in Prairie Wind under the equity method.
Since the rebranding in September 2019, Evergy Kansas Central, Evergy Kansas South, Evergy Metro and Evergy Missouri West have been conducting business in their respective service territories using the name Evergy. Collectively, the Evergy Companies have approximately 14,700 MWs of owned generating capacity and renewable purchased power agreements and engage in the generation, transmission, distribution and sale of electricity to approximately 1.6 million customers in the states of Kansas and Missouri. The Evergy Companies assess financial performance and allocate resources on a consolidated basis (i.e., operate in one segment).
Great Plains Energy and Evergy Kansas Central Merger
Evergy was incorporated in 2017 as Monarch Energy, a wholly-owned subsidiary of Great Plains Energy. Prior to the closing of the merger transactions, Monarch Energy changed its name to Evergy and did not conduct any business activities other than those required for its formation and matters contemplated by the Amended Merger Agreement. On June 4, 2018, in accordance with the Amended Merger Agreement, Great Plains Energy merged into Evergy, with Evergy surviving the merger and King Energy merged into Evergy Kansas Central, with Evergy Kansas Central surviving the merger. These merger transactions resulted in Evergy becoming the parent entity of Evergy Kansas Central and the direct subsidiaries of Great Plains Energy, including Evergy Metro and Evergy Missouri West. As a result of the closing of the merger transactions, each outstanding share of Great Plains Energy common stock was converted into 0.5981 shares of Evergy common stock, resulting in the issuance of 128.9 million shares. Additionally, each outstanding share of Evergy Kansas Central common stock was converted into 1 share of Evergy common stock.
Evergy Kansas Central was determined to be the accounting acquirer and thus, the predecessor of Evergy. Evergy had separate operations for the period beginning with the quarter ended June 30, 2018, and references to amounts for periods after the closing of the merger relate to Evergy. The results of Great Plains Energy's direct subsidiaries have been included in Evergy's results of operations from June 4, 2018, the date of the closing of the merger, and thereafter.

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Common Stock Repurchase Program
In July 2018, the Evergy Board authorized the repurchase of up to 60 million shares of Evergy's common stock. Although this repurchase authorization has no expiration date, Evergy expects to repurchase approximately 60 million shares by mid-2020. Evergy is utilizing and plans to continue to utilize various methods to effectuate the share repurchase program, including but not limited to a series of transactions that may include ASRs, open market transactions or other means, subject to market conditions and applicable legal requirements. The repurchase program may be suspended, discontinued or resumed at any time. Year to date September 30, 2019, Evergy had total repurchases of common stock of $1,628.7 million and had repurchased 27.5 million shares under the repurchase program. Since its inception, Evergy has made total repurchases of common stock of approximately $2.7 billion and has repurchased 43.9 million shares under the repurchase program. These repurchase totals include shares repurchased under ASR agreements, one of which had not reached final settlement as of September 30, 2019.
See Note 13 to the consolidated financial statements for more information regarding Evergy's common stock repurchase program.
Regulatory Proceedings
See Note 5 to the consolidated financial statements for information regarding regulatory proceedings.
Earnings Overview
The following table summarizes Evergy's net income and diluted EPS.
 
Three Months Ended
September 30
 
Year to Date
September 30
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
(millions, except per share amounts)
Net income attributable to Evergy, Inc.
$
366.8

 
$
355.0

 
$
11.8

 
$
606.0

 
$
517.3

 
$
88.7

Earnings per common share, diluted
1.56

 
1.32

 
0.24

 
2.49

 
2.61

 
(0.12
)
Net income attributable to Evergy, Inc. increased for the three months ended September 30, 2019, compared to the same period in 2018, primarily due to new retail rates for Evergy Kansas Central, Evergy Metro and Evergy Missouri West effective in 2018, net of a provision for rate refund recorded in the third quarter of 2018 for the change in corporate income tax rate caused by the Tax Cut and Jobs Act (TCJA).
Diluted EPS increased for the three months ended September 30, 2019, compared to the same period in 2018, primarily due to the increase in net income attributable to Evergy, Inc. discussed above and a lower number of diluted weighted average common shares outstanding in 2019, which increased EPS by $0.20 for the three months ended September 30, 2019. The lower number of diluted weighted average common shares in 2019 was due to shares repurchased under Evergy's common stock repurchase program.
Net income attributable to Evergy, Inc. increased year to date September 30, 2019, compared to the same period in 2018, primarily due to the inclusion of Evergy Metro's and Evergy Missouri West's earnings in the first five months of 2019, merger-related costs and reductions of revenue for customer bill credits incurred in June 2018 following the consummation of the merger, lower operating and maintenance expenses at coal-fired generating units and lower administrative and general expenses, partially offset by lower retail sales driven by unfavorable weather and higher depreciation expense.
Diluted EPS decreased year to date September 30, 2019, compared to the same period in 2018, primarily due to a higher number of diluted weighted average common shares outstanding in 2019, which diluted EPS by $0.58 year to date September 30, 2019, partially offset by the increase to net income attributable to Evergy, Inc. discussed above. The higher number of diluted weighted average common shares in 2019 was due to the issuance of common shares to shareholders as a result of the merger in June 2018, partially offset by shares repurchased under Evergy's common stock repurchase program.

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For additional information regarding the change in net income, refer to the Evergy Results of Operations section within this MD&A.
Adjusted Earnings (non-GAAP) and Adjusted Earnings Per Share (non-GAAP)
Evergy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) for the three months ended and year to date September 30, 2019, were $369.8 million or $1.57 per share and $621.2 million or $2.55 per share, respectively. For the three months ended and year to date September 30, 2018, Evergy's adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) were $370.9 million and $1.38 per share and $641.9 million or $2.36 per share, respectively. In addition to net income attributable to Evergy, Inc., diluted earnings per common share, pro forma net income attributable to Evergy, Inc. and pro forma diluted earnings per common share as prepared in accordance with GAAP, Evergy's management uses adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) to evaluate earnings and earnings per share without the non-recurring costs and/or benefits resulting from rebranding, voluntary severance and significant items related to the Great Plains Energy and Evergy Kansas Central merger.
Adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP) are 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 performance against budget and in reports for management and the Evergy 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.
The following tables provide a reconciliation between net income attributable to Evergy, Inc., diluted earnings per common share, pro forma net income attributable to Evergy, Inc. and pro forma diluted earnings per common share as determined in accordance with GAAP and adjusted earnings (non-GAAP) and adjusted earnings per share (non-GAAP).
 
Earnings (Loss)
 
Earnings (Loss) per Diluted Share
 
Earnings (Loss)
 
Earnings (Loss) per Diluted Share
Three Months Ended September 30
2019
 
2018
 
(millions, except per share amounts)
Net income attributable to Evergy, Inc.
$
366.8

 
$
1.56

 
$
355.0

 
$
1.32

Pro forma adjustments(a):
 
 
 
 
 
 
 
Non-recurring merger costs and other
—

 
—

 
3.9

 
0.02

Pro forma net income attributable to Evergy, Inc.
$
366.8

 
$
1.56

 
$
358.9

 
$
1.34

Non-GAAP reconciling items:
 
 
 
 
 
 
 
Rebranding costs, pre-tax(b)
3.6

 
0.01

 
—

 
—

Voluntary severance costs, pre tax(c)
0.4

 
—

 
16.3

 
0.06

Income tax benefit (g)
(1.0
)
 
—

 
(4.3
)
 
(0.02
)
Adjusted earnings (non-GAAP)
$
369.8

 
$
1.57

 
$
370.9

 
$
1.38



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Earnings (Loss)
 
Earnings (Loss) per Diluted Share
Earnings (Loss)
 
Earnings (Loss) per Diluted Share
Year to Date September 30
2019
2018
 
(millions, except per share amounts)
Net income attributable to Evergy, Inc.
$
606.0

 
$
2.49

$
517.3

 
$
2.61

Pro forma adjustments(a):
 
 
 
 
 
 
Great Plains Energy earnings prior to merger
—

 
—

94.4

 
0.35

Great Plains Energy shares prior to merger
n/a

 
—

n/a

 
(0.71
)
Non-recurring merger costs and other
—

 
—

82.8

 
0.30

Pro forma net income attributable to Evergy, Inc.
$
606.0

 
$
2.49

$
694.5

 
$
2.55

Non-GAAP reconciling items:
 
 
 
 
 
 
Rebranding costs, pre-tax(b)
4.7

 
0.02

—

 
—

Voluntary severance costs, pre tax(c)
15.1

 
0.06

16.3

 
0.06

Composite tax rate change(d)
—

 
—

(52.6
)
 
(0.19
)
Deferral of merger transition costs, pre-tax(e)
—

 
—

(28.5
)
 
(0.10
)
Inventory write-off at retiring generating units, pre-tax(f)
—

 
—

12.3

 
0.04

Income tax expense (benefit)(g)
(4.6
)
 
(0.02
)
(0.1
)
 
—

Adjusted earnings (non-GAAP)
$
621.2

 
$
2.55

$
641.9

 
$
2.36

(a) 
Reflects pro forma adjustments made in accordance with Article 11 of Regulation S-X and ASC 805 - Business Combinations. See Note 2 to the consolidated financial statements in the Evergy Companies' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 for further information regarding these adjustments.  
(b) 
Reflects external costs incurred to rebrand the legacy Westar Energy and KCP&L utility brands to Evergy and are included in operating and maintenance expense on the consolidated statements of comprehensive income.  
(c) 
Reflects voluntary severance costs incurred associated with certain severance programs at the Evergy Companies and are included in operating and maintenance expense on the consolidated statements of comprehensive income.  
(d) 
Reflects the revaluation of Evergy Kansas Central's deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger in June 2018 and are included in income tax expense on the consolidated statements of comprehensive income.  
(e) 
Reflects the portion of the $47.8 million deferral of merger transition costs to a regulatory asset in June 2018 that related to costs incurred prior to 2018. The remaining merger transition costs included within the $47.8 million deferral were both incurred and deferred in 2018 and did not impact earnings. This item is included in operating and maintenance expense on the consolidated statements of comprehensive income.  
(f) 
Reflects obsolete inventory write-offs for Evergy Kansas Central's 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, which were committed to be retired upon the consummation of the merger, and are included in operating and maintenance expense on the consolidated statements of comprehensive income.  
(g) 
Reflects an income tax effect calculated at a 26.1% statutory rate, with the exception of certain non-deductible items.  

Wolf Creek Refueling Outage
Wolf Creek's most recent refueling outage began in September 2019 and the unit is expected to return to service in November 2019. Wolf Creek's next refueling outage is planned to begin in the first quarter of 2021.
ENVIRONMENTAL MATTERS
See Note 11 to the consolidated financial statements for information regarding environmental matters.
RELATED PARTY TRANSACTIONS
See Note 12 to the consolidated financial statements for information regarding related party transactions.

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EVERGY RESULTS OF OPERATIONS 
The following table summarizes Evergy's comparative results of operations.
 
Three Months Ended
September 30
 
Year to Date
September 30
 
2019
 
Change
 
2018
 
2019
 
Change
 
2018
 
(millions)
Operating revenues
$
1,577.6

 
$
(4.9
)
 
$
1,582.5

 
$
4,016.2

 
$
940.1

 
$
3,076.1

Fuel and purchased power
357.3

 
(26.4
)
 
383.7

 
978.9

 
230.0

 
748.9

SPP network transmission costs
62.4

 
4.0

 
58.4

 
188.7

 
(5.7
)
 
194.4

Other operating expenses
403.1

 
(10.3
)
 
413.4

 
1,183.5

 
245.8

 
937.7

Depreciation and amortization
216.1

 
22.2

 
193.9

 
645.1

 
233.5

 
411.6

Income from operations
538.7

 
5.6

 
533.1

 
1,020.0

 
236.5

 
783.5

Other expense, net
(15.1
)
 
9.2

 
(24.3
)
 
(32.5
)
 
11.2

 
(43.7
)
Interest expense
90.8

 
1.7

 
89.1

 
277.3

 
86.0

 
191.3

Income tax expense
65.5

 
1.4

 
64.1

 
99.2

 
70.9

 
28.3

Equity in earnings of equity method investees, net of income taxes
3.6

 
1.6

 
2.0

 
7.9

 
3.2

 
4.7

Net income
370.9

 
13.3

 
357.6

 
618.9

 
94.0

 
524.9

Less: Net income attributable to noncontrolling interests
4.1

 
1.5

 
2.6

 
12.9

 
5.3

 
7.6

Net income attributable to Evergy, Inc.
$
366.8

 
$
11.8

 
$
355.0

 
$
606.0

 
$
88.7

 
$
517.3


Evergy Utility Gross Margin and MWh Sales
Utility gross margin is a financial measure that is not calculated in accordance with GAAP.  Utility gross margin, as used by the Evergy Companies, is defined as operating revenues less fuel and purchased power costs and amounts billed by the SPP for network transmission costs. Expenses for fuel and purchased power costs, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms.  As a result, changes in fuel and purchased power costs are offset in operating revenues with minimal impact on net income. In addition, SPP network transmission costs fluctuate primarily due to investments by SPP members for upgrades to the transmission grid within the SPP Regional Transmission Organization (RTO).  As with fuel and purchased power costs, changes in SPP network transmission costs are mostly reflected in the prices charged to customers with minimal impact on net income.
Management believes that utility gross margin provides a meaningful basis for evaluating the Evergy Companies' operations across periods compared with operating revenues because utility gross margin excludes the revenue effect of fluctuations in these expenses.  Utility gross margin is used internally to measure performance against budget and in reports for management and the Evergy Board.  The Evergy Companies' definition of utility gross margin may differ from similar terms used by other companies.

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The following tables summarize Evergy's utility gross margin and MWhs sold.
 
Revenues and Expenses
 
MWhs Sold
Three Months Ended September 30
2019
 
Change
 
2018
 
2019
 
Change
 
2018
Retail revenues
(millions)
 
(thousands)
Residential
$
653.0

 
$
5.9

 
$
647.1

 
4,937

 
98

 
4,839

Commercial
539.1

 
8.6

 
530.5

 
5,251

 
(8
)
 
5,259

Industrial
175.3

 
1.9

 
173.4

 
2,372

 
7

 
2,365

Other retail revenues
16.0

 
5.1

 
10.9

 
34

 
(6
)
 
40

Total electric retail
1,383.4

 
21.5

 
1,361.9

 
12,594

 
91

 
12,503

Wholesale revenues
96.3

 
(22.2
)
 
118.5

 
3,684

 
(199
)
 
3,883

Transmission revenues
80.4

 
(0.2
)
 
80.6

 
N/A

 
N/A

 
N/A

Other revenues
17.5

 
(4.0
)
 
21.5

 
N/A

 
N/A

 
N/A

Operating revenues
1,577.6

 
(4.9
)
 
1,582.5

 
16,278

 
(108
)
 
16,386

Fuel and purchased power
(357.3
)
 
26.4

 
(383.7
)
 
 
 


 
 
SPP network transmission costs
(62.4
)
 
(4.0
)
 
(58.4
)
 
 
 


 
 
Utility gross margin (a)
$
1,157.9

 
$
17.5

 
$
1,140.4

 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and Expenses
 
MWhs Sold
Year to Date September 30
2019
 
Change
 
2018
 
2019
 
Change
 
2018
Retail revenues
(millions)
 
(thousands)
Residential
$
1,536.3

 
$
366.9

 
$
1,169.4

 
12,163

 
3,116

 
9,047

Commercial
1,391.2

 
446.2

 
945.0

 
14,009

 
4,215

 
9,794

Industrial
478.9

 
103.4

 
375.5

 
6,528

 
1,183

 
5,345

Other retail revenues
35.3

 
13.8

 
21.5

 
105

 
30

 
75

Total electric retail
3,441.7

 
930.3

 
2,511.4

 
32,805

 
8,544

 
24,261

Wholesale revenues
251.7

 
(50.7
)
 
302.4

 
10,872

 
1,083

 
9,789

Transmission revenues
233.5

 
5.9

 
227.6

 
N/A

 
N/A

 
N/A

Other revenues
89.3

 
54.6

 
34.7

 
N/A

 
N/A

 
N/A

Operating revenues
4,016.2

 
940.1

 
3,076.1

 
43,677

 
9,627

 
34,050

Fuel and purchased power
(978.9
)
 
(230.0
)
 
(748.9
)
 
 
 
 
 
 
SPP network transmission costs
(188.7
)
 
5.7

 
(194.4
)
 
 
 
 
 
 
Utility gross margin (a)
$
2,848.6

 
$
715.8

 
$
2,132.8

 
 
 
 
 
 
(a) Utility gross margin is a non-GAAP financial measure.  See explanation of utility gross margin above.
Evergy's utility gross margin increased $17.5 million for the three months ended September 30, 2019, compared to the same period in 2018 driven by:
•
a $24.2 million increase from new Evergy Kansas Central, Evergy Metro and Evergy Missouri West retail rates effective in 2018, net of a $63.3 million provision for rate refund recorded in the third quarter of 2018 for the change in the corporate income tax rate caused by the TCJA; and
•
a $5.4 million increase primarily due to higher retail sales driven by warmer weather. For the three months ended September 30, 2019, compared to the same period in 2018, cooling degree days increased 4%; partially offset by
•
a $12.1 million decrease related to Evergy Kansas Central's and Evergy Metro's TDC riders.
Evergy's utility gross margin increased $715.8 million year to date September 30, 2019, compared to the same period in 2018 driven by:
•
a $674.4 million increase due to the inclusion of Evergy Metro's and Evergy Missouri West's utility gross margin in the first five months of 2019;

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•
a $59.7 million increase in revenue due to one-time bill credits recorded by Evergy Kansas Central, Evergy Metro and Evergy Missouri West in June 2018 as a result of conditions in the KCC and MPSC merger orders; and
•
a $39.6 million increase from new Evergy Kansas Central, Evergy Metro and Evergy Missouri West retail rates effective in 2018, net of an $111.5 million provision for rate refund recorded year to date September 30, 2018 for the change in the corporate income tax rate caused by the TCJA; partially offset by
•
a $48.6 million decrease primarily due to lower Evergy Kansas Central, Evergy Metro and Evergy Missouri West retail sales driven by cooler weather in the second quarter of 2019. Year to date September 30, 2019, compared to the same period in 2018, cooling degree days decreased 16%; and
•
a $9.3 million decrease related to Evergy Kansas Central's and Evergy Metro's TDC riders.
Other Operating Expenses (including operating and maintenance expense and taxes other than income tax)
Evergy's other operating expenses decreased $10.3 million for the three months ended September 30, 2019, compared to the same period in 2018 primarily driven by:
•
a $14.5 million decrease in various administrative and general operating and maintenance expenses primarily driven by $10.6 million of voluntary severance expenses incurred in the third quarter of 2018 by Evergy Kansas Central and Evergy Metro related to a Wolf Creek voluntary exit program as well as lower labor expense; and
•
an $8.2 million decrease in plant operating and maintenance expense at coal-fired generating units primarily due to:
◦
an $8.8 million decrease due to the retirement of Evergy Kansas Central's Unit 7 at Tecumseh Energy Center, Units 3 and 4 at Murray Gill Energy Center, Units 1 and 2 at Gordan Evans Energy Center, Evergy Metro's Montrose Station and Evergy Missouri West's Sibley Station in the fourth quarter of 2018; and
◦
$5.2 million of voluntary severance expenses incurred in the third quarter of 2018 by Evergy Kansas Central, Evergy Metro and Evergy Missouri West related to their Local 1523 and Local 412 union voluntary exit programs; partially offset by
◦
an $8.4 million increase due to a write-off of a regulatory asset for costs incurred during the JEC lease extension, see Note 5 to the consolidated financial statements; partially offset by
•
an $8.5 million increase in taxes other than income taxes primarily due to increased Evergy Kansas Central property taxes; and
•
a $1.9 million increase in Evergy Kansas Central transmission and distribution operating and maintenance expense.
Evergy's other operating expenses increased $245.8 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by:
•
a $279.9 million increase in operating and maintenance expense due to the inclusion of Evergy Metro's and Evergy Missouri West's operating and maintenance expenses in the first five months of 2019;
•
a $75.7 million increase in taxes other than income taxes due to the inclusion of Evergy Metro and Evergy Missouri West amounts in the first five months of 2019;
•
a $17.2 million increase in taxes other than income taxes primarily due to increased Evergy Kansas Central property taxes; and
•
$7.8 million of Evergy Kansas Central voluntary severance expenses incurred in 2019; partially offset by
•
$64.6 million of merger-related costs incurred year to date September 30, 2018, consisting of:
◦
$47.0 million of merger consulting fees and fees for other outside services incurred, primarily consisting of merger success fees;

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◦
$40.7 million of Evergy Kansas Central change in control payments, voluntary severance and the recording of unrecognized equity compensation costs and the incremental fair value associated with the vesting of outstanding Evergy Kansas Central equity compensation awards in accordance with the Amended Merger Agreement; and
◦
$24.7 million of unconditional charitable contributions and community support recorded by Evergy in accordance with conditions in the KCC and MPSC merger orders; partially offset by
◦
a $47.8 million decrease in operating and maintenance expense due to the deferral of merger transition costs to a regulatory asset in June 2018 for future recovery by Evergy Kansas Central, Evergy Metro and Evergy Missouri West in accordance with the KCC and MPSC merger orders;
•
a $30.1 million decrease in plant operating and maintenance expense at coal-fired generating units primarily due to:
◦
an $11.9 million decrease due to the retirement of Evergy Kansas Central's Unit 7 at Tecumseh Energy Center, Units 3 and 4 at Murray Gill Energy Center, Units 1 and 2 at Gordan Evans Energy Center and Evergy Metro's Montrose Station and Evergy Missouri West's Sibley Station in the fourth quarter of 2018;
◦
$12.3 million of Evergy Kansas Central obsolete inventory write-offs at retiring coal-fired units in June 2018; and
◦
$5.2 million of voluntary severance expenses incurred in the third quarter of 2018 by Evergy Kansas Central, Evergy Metro and Evergy Missouri West related to their Local 1523 and Local 412 union voluntary exit programs; partially offset by
◦
an $8.4 million increase due to a write-off of a regulatory asset for costs incurred during the JEC lease extension, see Note 5 to the consolidated financial statements;
•
a $29.3 million decrease in various administrative and general operating and maintenance expenses primarily driven by $10.6 million of voluntary severance expenses incurred in the third quarter of 2018 by Evergy Kansas Central and Evergy Metro related to a Wolf Creek voluntary exit program and lower labor and employee benefit expense in 2019; and
•
a $13.6 million decrease in transmission and distribution operating and maintenance expense primarily due to a higher level of Evergy Kansas Central vegetation management activity in the first half of 2018.
Depreciation and Amortization
Evergy's depreciation and amortization increased $22.2 million for the three months ended September 30, 2019, compared to the same period in 2018 driven by:
•
a $14.6 million increase primarily due to a change in depreciation rates as a result of Evergy Kansas Central's and Evergy Metro's rate cases effective in 2018; and
•
a $7.6 million increase primarily due to capital additions.
Evergy's depreciation and amortization increased $233.5 million year to date September 30, 2019, compared to the same period in 2018 driven by:
•
a $173.4 million increase due to the inclusion of Evergy Metro's and Evergy Missouri West's depreciation expense in the first five months of 2019;
•
a $39.0 million increase primarily due to a change in depreciation rates as a result of Evergy Kansas Central's and Evergy Metro's rate cases effective in 2018; and
•
a $21.1 million increase primarily due to capital additions.

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Other Expense, Net
Evergy's other expense, net decreased $9.2 million for the three months ended September 30, 2019, compared to the same period in 2018, primarily driven by:
•
a $3.9 million decrease primarily due to a decrease in Evergy Kansas Central pension non-service costs; and
•
a $2.0 million decrease due to recording higher Evergy Kansas Central corporate-owned life insurance (COLI) benefits in 2019.
Evergy's other expense, net decreased $11.2 million year to date September 30, 2019, compared to the same period in 2018, primarily driven by:
•
a $10.7 million decrease due to recording higher Evergy Kansas Central COLI benefits in 2019; and
•
a $6.0 million decrease primarily due to a decrease in Evergy Kansas Central pension non-service costs; partially offset by
•
a $9.5 million increase due to the inclusion of Evergy Metro and Evergy Missouri West amounts in the first five months of 2019.
Interest Expense
Evergy's interest expense increased $1.7 million for the three months ended September 30, 2019, compared to the same period in 2018, primarily driven by:
•
a $5.6 million increase primarily due to a higher average commercial paper balance at Evergy Kansas Central in 2019 and Evergy's borrowings under its $1.0 billion term loan credit agreement in 2019; and
•
a $4.1 million increase due to Evergy Metro's issuance of $400.0 million of 4.125% Mortgage Bonds in March 2019; partially offset by
•
an $8.6 million decrease due to the repayment of Evergy Metro's $400.0 million of 7.15% Mortgage Bonds at maturity in April 2019.
Evergy's interest expense increased $86.0 million year to date September 30, 2019, compared to the same period in 2018, primarily driven by:
•
a $77.2 million increase due to the inclusion of Evergy Metro's and Evergy Missouri West's interest expense and Evergy's interest expense associated with the assumption of legacy Great Plains Energy debt in the first five months of 2019;
•
a $10.1 million increase primarily due to a higher average commercial paper balance at Evergy Kansas Central in 2019 and Evergy's borrowings under its $1.0 billion term loan credit agreement in 2019; and
•
a $5.5 million increase due to Evergy Metro's issuance of $400.0 million of 4.125% Mortgage Bonds in March 2019; partially offset by
•
an $11.4 million decrease due to the repayment of Evergy Metro's $400.0 million of 7.15% Mortgage Bonds at maturity in April 2019.
Income Tax Expense
Evergy's income tax expense increased $70.9 million year to date September 30, 2019, compared to the same period in 2018, primarily driven by:
•
a $52.6 million increase related to the revaluation of Evergy Kansas Central's deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger in 2018; and
•
a $15.2 million increase due to higher Evergy Kansas Central pre-tax income.

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LIQUIDITY AND CAPITAL RESOURCES 
Evergy relies primarily upon cash from operations, short-term borrowings, debt issuances and its existing cash and cash equivalents to fund its capital requirements. Evergy's capital requirements primarily consist of capital expenditures, payment of contractual obligations and other commitments, the payment of dividends to shareholders and the repurchase of common shares. See the Evergy Companies' combined 2018 Form 10-K for more information on Evergy's sources and uses of cash.
Short-Term Borrowings
As of September 30, 2019, Evergy had $2.1 billion of available borrowing capacity under its master credit facility. The available borrowing capacity under the master credit facility consisted of $449.0 million for Evergy, Inc., $808.4 million for Evergy Kansas Central, $525.1 million for Evergy Metro and $344.6 million for Evergy Missouri West. Evergy Kansas Central's, Evergy Metro's and Evergy Missouri West's borrowing capacity under the master credit facility also supports their issuance of commercial paper. See Note 8 to the consolidated financial statements for more information regarding the master credit facility. Along with cash flows from operations and receivable sales facilities, Evergy generally uses borrowings under its master credit facility and the issuance of commercial paper to meet its day-to-day cash flow requirements. Evergy also had short-term borrowings under a term loan credit agreement that was repaid in September 2019 and is discussed further below.
In March 2019, Evergy entered into a $1.0 billion, 6-month term loan credit agreement with a group of banks to provide short-term financing for its common stock repurchase plan. The agreement allowed for two term loans during the 6-month term of the agreement, in an aggregate principal amount not to exceed the credit limit of the agreement. At closing, Evergy borrowed $500.0 million under the agreement, allowing for one additional term loan borrowing in a principal amount up to $500.0 million. In June 2019, Evergy borrowed the remaining $500.0 million allowed under the agreement. In September 2019, Evergy repaid its $1.0 billion of borrowings under the term loan credit agreement with proceeds from its issuance of $1.6 billion of senior notes in September 2019.
Significant Debt Issuances
See Note 9 to the consolidated financial statements for information regarding significant debt issuances.
Pensions
Year to date September 30, 2019, Evergy made pension contributions of $54.6 million. Evergy expects to make additional pension contributions of $73.7 million in 2019 to satisfy ERISA funding requirements and KCC and MPSC rate orders, of which $7.1 million is expected to be paid by Evergy Kansas Central and $66.6 million is expected to be paid by Evergy Metro.
Year to date September 30, 2019, Evergy made post-retirement benefit contributions of $2.2 million. Evergy expects to make additional contributions of $1.4 million to the post-retirement benefit plans in 2019.
Common Stock Repurchase Program
In July 2018, the Evergy Board authorized the repurchase of up to 60 million shares of Evergy's common stock. Although this repurchase authorization has no expiration date, Evergy expects to repurchase approximately 60 million shares by mid-2020. Year to date September 30, 2019, Evergy had total repurchases of common stock of $1,628.7 million and had repurchased 27.5 million shares under the repurchase program. Since its inception, Evergy has made total repurchases of common stock of approximately $2.7 billion and has repurchased 43.9 million shares under the repurchase program. These repurchase totals include shares repurchased under ASR agreements, one of which had not reached final settlement as of September 30, 2019.
See Note 13 to the consolidated financial statements for more information regarding Evergy's common stock repurchase program.

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Debt Covenants
As of September 30, 2019, Evergy was in compliance with all debt covenants under the master credit facility and certain debt instruments that contain restrictions that require the maintenance of certain capitalization and leverage ratios. See Note 8 to the consolidated financial statements for more information.
Off-Balance Sheet Arrangement
Evergy's off-balance sheet arrangements were reported in the Evergy Companies' combined 2018 Form 10-K. As of September 30, 2019, there have been no material changes with regards to these off-balance sheet arrangements.
Cash Flows
The following table presents Evergy's cash flows from operating, investing and financing activities.
Year to Date September 30
2019
2018
 
(millions)
Cash flows from operating activities
$
1,447.3

$
1,191.6

Cash flows from (used in) investing activities
(772.1
)
574.8

Cash flows used in financing activities
(785.4
)
(1,090.1
)
Cash Flows from Operating Activities
Evergy's cash flows from operating activities increased $255.7 million year to date September 30, 2019, compared to the same period in 2018, primarily driven by a $252.3 million increase due to the inclusion of Evergy Metro's and Evergy Missouri West's cash flows from operating activities in the first five months of 2019 and $35.6 million of merger success fees paid by Evergy and Evergy Kansas Central upon the completion of the merger in June 2018.
Cash Flows from (used in) Investing Activities
Evergy's cash flows used in investing activities increased $1,346.9 million year to date September 30, 2019, compared to the same period in 2018, primarily driven by $1,154.2 million of cash acquired from Great Plains Energy in June 2018; a $243.6 million increase in additions to property, plant and equipment due to the inclusion of Evergy Metro and Evergy Missouri West activity in the first five months of 2019; $140.6 million in proceeds from the settlement of deal contingent interest rate swaps in June 2018; partially offset by an increase of $92.6 million in proceeds primarily from Evergy Kansas Central COLI investments in 2019.
Cash Flows used in Financing Activities
Evergy's cash flows used in financing activities decreased $304.7 million year to date September 30, 2019, compared to the same period in 2018, primarily driven by a $2,351.1 million increase in proceeds from long-term debt, net, as further described in Note 9 to the consolidated financial statements; partially offset by a $1,142.6 million increase of repurchased common stock as a part of Evergy's common stock repurchase program as further described in Note 13 to the consolidated financial statements; a $573.7 million increase in retirement of long-term debt as further described in Note 9 to the consolidated financial statements; and a $211.3 million decrease in short-term debt, net primarily due to an increase in repayments of commercial paper by Evergy Kansas Central of $277.6 million in 2019 with funds from operations.

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EVERGY KANSAS CENTRAL, INC.
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
The below results of operations and related discussion for Evergy Kansas Central is presented in a reduced disclosure format in accordance with General Instruction (H)(2)(a) to Form 10-Q.
The following table summarizes Evergy Kansas Central's comparative results of operations.
Year to Date September 30
2019
 
Change
 
2018
 
(millions)
Operating revenues
$
1,931.3

 
$
(84.6
)
 
$
2,015.9

Fuel and purchased power
375.3

 
(87.9
)
 
463.2

SPP network transmission costs
188.7

 
(5.7
)
 
194.4

Other operating expenses
541.7

 
(78.5
)
 
620.2

Depreciation and amortization
331.3

 
49.7

 
281.6

Income from operations
494.3

 
37.8

 
456.5

Other expense, net
(13.9
)
 
17.7

 
(31.6
)
Interest expense
134.1

 
2.0

 
132.1

Income tax expense (benefit)
46.2

 
68.2

 
(22.0
)
Equity in earnings of equity method investees, net of income taxes
3.6

 
(0.1
)
 
3.7

Net income
303.7


(14.8
)
 
318.5

Less: Net income attributable to noncontrolling interests
12.9

 
5.3

 
7.6

Net income attributable to Evergy Kansas Central, Inc.
$
290.8


$
(20.1
)
 
$
310.9

Evergy Kansas Central Utility Gross Margin and MWh Sales
The following table summarizes Evergy Kansas Central's utility gross margin and MWhs sold.
 
Revenues and Expenses
MWhs Sold
Year to Date September 30
2019
 
Change
 
2018
 
2019
 
Change
 
2018
Retail revenues
(millions)
(thousands)
Residential
$
640.4

 
$
(31.5
)
 
$
671.9

 
5,103

 
(246
)
 
5,349

Commercial
556.4

 
13.6

 
542.8

 
5,673

 
(124
)
 
5,797

Industrial
308.5

 
11.3

 
297.2

 
4,286

 
11

 
4,275

Other retail revenues
15.8

 
0.5

 
15.3

 
35

 
(10
)
 
45

Total electric retail
1,521.1

 
(6.1
)
 
1,527.2

 
15,097

 
(369
)
 
15,466

Wholesale revenues
182.5

 
(81.2
)
 
263.7

 
5,591

 
(1,969
)
 
7,560

Transmission revenues
205.5

 
(10.8
)
 
216.3

 
N/A

 
N/A

 
N/A

Other revenues
22.2

 
13.5

 
8.7

 
N/A

 
N/A

 
N/A

Operating revenues
1,931.3

 
(84.6
)
 
2,015.9

 
20,688

 
(2,338
)
 
23,026

Fuel and purchased power
(375.3
)
 
87.9

 
(463.2
)
 
 
 
 
 
 
SPP network transmission costs
(188.7
)
 
5.7

 
(194.4
)
 
 
 
 
 
 
Utility gross margin (a)
$
1,367.3

 
$
9.0

 
$
1,358.3

 
 
 
 
 
 
(a) 
Utility gross margin is a non-GAAP financial measure.  See explanation of utility gross margin under Evergy's Results of Operations.
Evergy Kansas Central's utility gross margin increased $9.0 million year to date September 30, 2019, compared to the same period in 2018 driven by:
•
a $24.5 million increase from new retail rates effective in September 2018, net of a $66.3 million provision for rate refund recorded year to date September 30, 2018 for the change in the corporate income tax rate caused by the TCJA; and

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•
a $23.1 million increase in revenue due to one-time bill credits recorded in June 2018 as a result of conditions in the KCC merger order; partially offset by
•
a $27.3 million decrease primarily due to lower retail sales driven by cooler weather in the second quarter of 2019. Year to date September 30, 2019, compared to the same period in 2018, cooling degree days decreased 14%; and
•
an $11.3 million decrease related to Evergy Kansas Central's TDC rider.
Evergy Kansas Central Other Operating Expenses (including operating and maintenance expense and taxes other than income tax)
Evergy Kansas Central's other operating expenses decreased $78.5 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by:
•
$47.8 million of merger-related costs incurred year to date September 30, 2018, consisting of:
◦
$40.7 million of change in control payments, voluntary severance and the recording of unrecognized equity compensation costs and the incremental fair value associated with the vesting of outstanding equity compensation awards in accordance with the Amended Merger Agreement; and
◦
$20.4 million of merger consulting fees and fees for other outside services incurred, primarily consisting of merger success fees; partially offset by
◦
a $13.3 million decrease in operating and maintenance expense due to the net reallocation of incurred merger transition costs between Evergy Kansas Central, Evergy, Evergy Metro and Evergy Missouri West and the subsequent deferral of these transition costs to a regulatory asset in June 2018 for future recovery by Evergy Kansas Central in accordance with the KCC merger order;
•
a $19.7 million decrease in various administrative and general operating and maintenance expenses primarily driven by $5.3 million of voluntary severance expenses incurred in 2018 related to a Wolf Creek voluntary exit program and lower labor and employee benefit expense in 2019;
•
a $17.5 million decrease in plant operating and maintenance expense at coal-fired generating units primarily due to:
◦
$12.3 million of obsolete inventory write-offs at retiring coal-fired units in June 2018;
◦
a $7.0 million decrease due to the retirement of Evergy Kansas Central's Unit 7 at Tecumseh Energy Center, Units 3 and 4 at Murray Gill Energy Center and Units 1 and 2 at Gordan Evans Energy Center in the fourth quarter of 2018; and
◦
$0.7 million of voluntary severance expenses incurred in the third quarter of 2018 related to the Local 1523 union voluntary exit program; partially offset by
◦
an $8.4 million increase due to a write-off of a regulatory asset for costs incurred during the JEC lease extension, see Note 5 to the consolidated financial statements; and
•
a $12.2 million decrease in transmission and distribution operating and maintenance expense primarily due to a higher level of vegetation management activity in the first half of 2018; partially offset by
•
a $16.5 million increase in taxes other than income taxes primarily due to increased property taxes; and
•
$7.8 million of voluntary severance expenses incurred in 2019.
Evergy Kansas Central Depreciation and Amortization
Evergy Kansas Central's depreciation and amortization expense increased $49.7 million year to date September 30, 2019, compared to the same period in 2018 primarily due to a change in depreciation rates effective in September 2018 as a result of Evergy Kansas Central's 2018 rate case.

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Evergy Kansas Central Other Expense, Net
Evergy Kansas Central's other expense, net decreased $17.7 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by:
•
a $10.7 million decrease due to recording higher COLI benefits in 2019; and
•
a $4.5 million decrease due to a decrease in pension non-service costs.
Evergy Kansas Central Interest Expense
Evergy Kansas Central's interest expense increased $2.0 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by a higher average commercial paper balance in 2019.
Evergy Kansas Central Income Tax Expense
Evergy Kansas Central's income tax expense increased $68.2 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by:
•
a $52.6 million increase related to the revaluation of deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger in June 2018; and
•
a $15.2 million increase due to higher pre-tax income.
EVERGY METRO, INC.
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
The below results of operations and related discussion for Evergy Metro is presented in a reduced disclosure format in accordance with General Instruction (H)(2)(a) to Form 10-Q.
The following table summarizes Evergy Metro's comparative results of operations.
Year to Date September 30
2019
 
Change
 
2018
 
(millions)
Operating revenues
$
1,431.2

 
$
22.3

 
$
1,408.9

Fuel and purchased power
380.4

 
(12.0
)
 
392.4

Other operating expenses
437.5

 
(4.9
)
 
442.4

Depreciation and amortization
239.0

 
30.0

 
209.0

Income from operations
374.3

 
9.2


365.1

Other expense, net
(11.5
)
 
7.6

 
(19.1
)
Interest expense
91.6

 
(9.0
)
 
100.6

Income tax expense
43.9

 
(36.4
)
 
80.3

Net income
$
227.3

 
$
62.2


$
165.1


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Evergy Metro Utility Gross Margin and MWh Sales
The following table summarizes Evergy Metro's utility gross margin and MWhs sold.
 
Revenues and Expenses
 
MWhs Sold
Year to Date September 30
2019
 
Change
 
2018
 
2019
 
Change
 
2018
Retail revenues
(millions)
 
(thousands)
Residential
$
575.5

 
$
(9.9
)
 
$
585.4

 
4,261

 
(219
)
 
4,480

Commercial
613.5

 
4.3

 
609.2

 
5,828

 
(103
)
 
5,931

Industrial
106.7

 
1.3

 
105.4

 
1,303

 
(30
)
 
1,333

Other retail revenues
12.3

 
4.6

 
7.7

 
57

 
1

 
56

Total electric retail
1,308.0

 
0.3

 
1,307.7

 
11,449

 
(351
)
 
11,800

Wholesale revenues
54.7

 
16.2

 
38.5

 
4,685

 
932

 
3,753

Transmission revenues
14.0

 
3.0

 
11.0

 
N/A

 
N/A

 
N/A

Other revenues
54.5

 
2.8

 
51.7

 
N/A

 
N/A

 
N/A

Operating revenues
1,431.2

 
22.3

 
1,408.9

 
16,134

 
581

 
15,553

Fuel and purchased power
(380.4
)
 
12.0

 
(392.4
)
 
 
 
 
 
 
Utility gross margin (a)
$
1,050.8

 
$
34.3

 
$
1,016.5

 
 
 
 
 
 
(a) 
Utility gross margin is a non-GAAP financial measure.  See explanation of utility gross margin under Evergy's Results of Operations.
Evergy Metro's utility gross margin increased $34.3 million year to date September 30, 2019, compared to the same period in 2018 driven by:
•
a $37.7 million increase from new retail rates effective in December 2018, net of a $64.5 million provision for rate refund recorded year to date September 30, 2018 for the change in the corporate income tax rate caused by the TCJA;
•
a $22.4 million increase in revenue due to one-time bill credits recorded in June 2018 as a result of conditions in the KCC and MPSC merger orders; and
•
a $4.1 million increase in Missouri Energy Efficiency Investment Act (MEEIA) earnings opportunity related to the achievement of certain energy savings levels in the second cycle of Evergy Metro's MEEIA program; partially offset by
•
a $19.3 million decrease primarily due to lower retail sales driven by cooler weather in the second quarter of 2019. Year to date September 30, 2019, compared to the same period in 2018, cooling degree days decreased 17%; and
•
a $10.6 million decrease for recovery of programs costs for energy efficiency programs under MEEIA, which have a direct offset in operating and maintenance expense.
Evergy Metro Other Operating Expenses (including operating and maintenance expense and taxes other than income tax)
Evergy Metro's other operating expenses decreased $4.9 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by:
•
a $16.1 million decrease in various administrative and general operating and maintenance expenses primarily driven by $5.3 million of voluntary severance expenses incurred in 2018 related to a Wolf Creek voluntary exit program and a $2.6 million decrease in injuries and damages expense primarily due to an increase in estimated workers compensation losses recorded in the second quarter of 2018;
•
a $13.5 million decrease in plant operating and maintenance expense at coal-fired generating units primarily driven by:
◦
a $6.5 million decrease due to the retirement of Evergy Metro's Montrose Station in December 2018; and

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◦
$3.2 million of voluntary severance expenses incurred in the third quarter of 2018 related to the Local 412 union voluntary exit program;
•
a $10.6 million decrease in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue; and
•
$1.7 million of merger-related costs incurred year to date September 30, 2018; offset by
•
a $23.9 million increase in operating and maintenance expense due to the net reallocation of incurred merger transition costs between Evergy Metro, Evergy, Evergy Kansas Central and Evergy Missouri West and the subsequent deferral of these transition costs to a regulatory asset in June 2018 for future recovery by Evergy Metro in accordance with the KCC and MPSC merger orders;
•
an $8.4 million increase in taxes other than income taxes primarily due to an increase in property taxes;
•
a $6.3 million increase in transmission and distribution operating and maintenance expense primarily due to costs incurred from storms that occurred in January 2019; and
•
$5.2 million of voluntary severance expenses incurred in the first quarter of 2019.
Evergy Metro Depreciation and Amortization
Evergy Metro's depreciation and amortization increased $30.0 million year to date September 30, 2019, compared to the same period in 2018 driven by:
•
a $16.8 million increase primarily due to capital additions; and
•
a $13.2 million increase due to a change in depreciation rates effective in December 2018 as a result of Evergy Metro's 2018 Kansas rate case.
Evergy Metro Interest Expense
Evergy Metro's interest expense decreased $9.0 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by the repayment of $400.0 million of 7.15% Mortgage Bonds at maturity in April 2019 and its issuance of $400.0 million of 4.125% Mortgage Bonds in March 2019.
Evergy Metro Income Tax Expense
Evergy Metro's income tax expense decreased $36.4 million year to date September 30, 2019, compared to the same period in 2018 primarily driven by:
•
a $51.0 million decrease related to the revaluation of deferred income tax assets and liabilities based on the Evergy composite tax rate as a result of the merger in June 2018; partially offset by
•
a $15.5 million increase related to the revaluation of deferred income tax assets and liabilities as a result of the enactment of Missouri state income tax reform in June 2018.
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
In the ordinary course of business, Evergy faces risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, operational and credit risks and are discussed elsewhere in this document as well as in the Evergy Companies' combined 2018 Form 10-K and therefore are not represented here.
Evergy's interim period disclosures about market risk included in quarterly reports on Form 10-Q address material changes, if any, from the most recently filed annual report on Form 10-K. Therefore, these interim period disclosures should be read in conjunction with Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk included in the Evergy Companies' combined 2018 Form 10-K.

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ITEM 4. CONTROLS AND PROCEDURES
EVERGY
Disclosure Controls and Procedures
Evergy carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  This evaluation was conducted under the supervision, and with the participation, of Evergy's management, including the chief executive officer and chief financial officer, and Evergy's disclosure committee.  Based upon this evaluation, the chief executive officer and chief financial officer of Evergy have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Evergy were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in Evergy’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended September 30, 2019, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
EVERGY KANSAS CENTRAL
Disclosure Controls and Procedures
Evergy Kansas Central carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  This evaluation was conducted under the supervision, and with the participation, of Evergy Kansas Central's management, including the chief executive officer and chief financial officer, and Evergy Kansas Central's disclosure committee.  Based upon this evaluation, the chief executive officer and chief financial officer of Evergy Kansas Central have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Evergy Kansas Central were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in Evergy Kansas Central's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended September 30, 2019, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
EVERGY METRO
Disclosure Controls and Procedures
Evergy Metro carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  This evaluation was conducted under the supervision, and with the participation, of Evergy Metro's management, including the chief executive officer and chief financial officer, and Evergy Metro's disclosure committee.  Based upon this evaluation, the chief executive officer and chief financial officer of Evergy Metro have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Evergy Metro were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in Evergy Metro's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended September 30, 2019, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS
Other Proceedings
The Evergy Companies are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses.  For information regarding material lawsuits and proceedings, see Notes 2, 5 and 11 to the consolidated financial statements.  Such information is incorporated herein by reference.

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ITEM 1A. RISK FACTORS
Actual results in future periods for the Evergy Companies could differ materially from historical results and the forward-looking statements contained in this report. The business of the Evergy Companies is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond their control. Additional risks and uncertainties not presently known or that management currently believes to be immaterial may also adversely affect the Evergy Companies. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A, Risk Factors included in the 2018 Form 10-K for each of Evergy, Evergy Kansas Central and Evergy Metro, as well as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by Evergy, Evergy Kansas Central and Evergy Metro. There have been no material changes with regards to those risk factors. This information, as well as the other information included in this report and in the other documents filed with the SEC, should be carefully considered before making an investment in the securities of the Evergy Companies. Risk factors of Evergy Kansas Central and Evergy Metro are also risk factors of Evergy.
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities
The following table provides information regarding purchases by Evergy of its equity securities that are registered pursuant to Section 12 of the Exchange Act during the three months ended September 30, 2019.
Issuer Purchases of Equity Securities
Month
 
Total Number of Shares (or Units) Purchased(a)
Average Price Paid per Share (or Unit)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(a)
July 1 - 31
 
—

—
—

23,668,657

August 1 - 31
 
—

—
—

23,668,657

September 1 - 30
 
7,569,200

 (b)
7,569,029

16,099,628

Total
 
7,569,200

 
7,569,029

16,099,628

(a)In July 2018, the Evergy Board authorized the repurchase of up to 60 million shares of Evergy's common stock with no expiration date. Evergy expects to repurchase the 60 million shares by mid-2020. See Note 13 to the consolidated financial statements for additional information on Evergy's common stock repurchase program.
(b)In September 2019, the June 2019 ASR agreement was settled which resulted in the delivery of 1,018,474 additional shares of Evergy common stock at no additional cost. In total, 8,081,794 shares were delivered under this ASR at an average price paid per share of $61.87. In September 2019, Evergy entered into a new ASR agreement to purchase $500.0 million of Evergy common stock and through which 6,550,555 shares were delivered in September 2019. The final number of shares of Evergy common stock that will ultimately be delivered to Evergy, and therefore the average price paid per share, will be determined at the final settlement of the ASR by December 2019. In September 2019, Evergy also purchased 171 shares for withholding taxes related to restricted stock vesting at an average price of $65.68.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.  OTHER INFORMATION
Investors should note that the Evergy Companies announce material financial information in SEC filings, press releases and public conference calls. In accordance with SEC guidelines, the Evergy Companies also use the

75
Table of Contents



Investor Relations tab on their website (http://www.evergy.com) to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on Evergy's website is not part of this document.
On November 6, 2019, the Compensation and Leadership Development Committee (Committee) of the Evergy Board approved the Evergy Executive Severance Plan (Severance Plan).  Pursuant to the Severance Plan, Evergy’s Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer and any Vice President of Evergy who is appointed by the Evergy Board is entitled to certain benefits if the eligible officer’s employment is terminated by Evergy without “cause,” as that term is defined in the Severance Plan.
Subject to the terms of the Severance Plan, if an eligible officer’s employment is terminated by Evergy without cause, the officer would be entitled to accrued but unpaid compensation and other benefits, as well as a cash amount equal to the aggregate sum of:
•
one (or two for the Chief Executive Officer) times the officer’s annual base salary in effect on the date of termination; plus
•
one (or two for the Chief Executive Officer) times the officer’s target annual incentive award with respect to the fiscal year in which the termination occurs; plus
•
a cash amount equal to the pro rata portion of the officer’s target annual incentive award for the fiscal year in which the termination occurs, to the extent not theretofore paid; plus
•
a cash amount equal to twelve (12) (or twenty-four (24) for the Chief Executive Officer) times Evergy’s monthly COBRA premium cost to cover the officer, and if applicable his or her beneficiaries, under Evergy’s health, vision and dental plans. 
In addition to the cash lump sum payment described above, an officer will vest in a pro rata portion of any outstanding time-based and performance-based long-term incentive awards (e.g., equity awards).  Performance-based long-term incentive awards will only vest pro rata following completion of the applicable performance period. The officer is also eligible to receive outplacement counseling services during the twelve-month period following termination, up to a $25,000 limit.
Benefits under the Severance Plan will only be provided if the officer is not also receiving benefits under a change-in-control agreement and benefits pursuant to the Severance Plan will supersede any other severance policies, plans or programs (other than a change-in-control agreement) available to an officer.
Any benefits payable under the Severance Plan are subject to execution of an agreement by the officer releasing claims against Evergy as well as the officer’s compliance with certain covenants contained in the Severance Plan, including confidentiality, non-solicitation of employees, non-disparagement and assistance to Evergy with respect to any disputes.
Evergy may amend or terminate the Severance Plan, in whole or in part, at any time and in any way except that, without the consent of the officer, no amendment that materially reduces an officer’s rights or potential benefits under the Severance Plan may become effective before the 90th calendar day after such amendment or termination is approved by the administrator.
The description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Severance Plan included as Exhibit 10.1.

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ITEM 6. EXHIBITS
Exhibit
Number 
 
Description of Document
 
 
Registrant
 
 
 
 
 
 
 
 
 
 
3.1
 
 
Evergy Metro
 
 
 
 
 
3.2
 
 
Evergy Metro
 
 
 
 
 
3.3
 
 
Evergy Kansas Central
 
 
 
 
 
3.4
 
 
Evergy Kansas Central
 
 
 
 
 
4.1
*
 
Evergy
 
 
 
 
 
4.2
*
 
Evergy
Evergy Kansas Central
 
 
 
 
 
10.1
+
 
Evergy
 
 
 
 
 
31.1
 
 
Evergy
 
 
 
 
 
31.2
 
 
Evergy
 
 
 
 
 
31.3
 
 
Evergy Metro
 
 
 
 
 
31.4
 
 
Evergy Metro
 
 
 
 
 
31.5
 
 
Evergy Kansas Central
 
 
 
 
 
31.6
 
 
Evergy Kansas Central
 
 
 
 
 
32.1
**
 
Evergy
 
 
 
 
 
32.2
**
 
Evergy Metro
 
 
 
 
 
32.3
**
 
Evergy Kansas Central
 
 
 
 
 
101.INS
***
XBRL Instance Document.
 
n/a
 
 
 
 
 
101.SCH
 
Inline XBRL Taxonomy Extension Schema Document.
 
Evergy
Evergy Kansas Central
Evergy Metro
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
 
Evergy
Evergy Kansas Central
Evergy Metro
 
 
 
 
 
101.DEF
 
Inline XBRL Taxonomy Extension Definition Linkbase Document.
 
Evergy
Evergy Kansas Central
Evergy Metro
 
 
 
 
 
101.LAB
 
Inline XBRL Taxonomy Extension Labels Linkbase Document.
 
Evergy
Evergy Kansas Central
Evergy Metro
 
 
 
 
 

77
Table of Contents



Exhibit
Number 
 
Description of Document
 
 
Registrant
 
 
 
 
 
 
 
 
 
 
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
 
Evergy
Evergy Kansas Central
Evergy Metro
 
 
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
Evergy
Evergy Kansas Central
Evergy Metro
* Filed with the SEC as exhibits to prior SEC filings and are incorporated herein by reference and made a part 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 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.
*** The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
+ Indicates management contract or compensatory plan or arrangement.
Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from Evergy, Evergy Kansas Central or Evergy Metro, as applicable, upon written request.
The registrants agree to furnish to the SEC upon request any instrument with respect to long-term debt as to which the total amount of securities authorized does not exceed 10% of total assets of such registrant and its subsidiaries on a consolidated basis.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Evergy, Inc., Evergy Kansas Central, Inc. and Evergy Metro, Inc. have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
 
 
EVERGY, INC.
 
 
 
Dated:
November 6, 2019
By:  /s/ Anthony D. Somma
 
 
(Anthony D. Somma)
 
 
(Executive Vice President and Chief Financial Officer)
 
 
EVERGY KANSAS CENTRAL, INC.
 
 
 
Dated:
November 6, 2019
By:  /s/ Anthony D. Somma
 
 
(Anthony D. Somma)
 
 
(Executive Vice President and Chief Financial Officer)

 
 
EVERGY METRO, INC.
 
 
 
Dated:
November 6, 2019
By:  /s/ Anthony D. Somma
 
 
(Anthony D. Somma)
 
 
(Executive Vice President and Chief Financial Officer)


79
Exhibit

Exhibit 3.1







AMENDED AND RESTATED
ARTICLES OF CONSOLIDATION


OF

EVERGY METRO, INC.


As of September 16, 2019


(formerly Kansas City Power & Light Company)



AMENDED AND RESTATED
ARTICLES OF CONSOLIDATION

OF

EVERGY METRO, INC.
____________

    
ARTICLE FIRST. The name of the Corporation shall be “Evergy Metro, Inc.”

ARTICLE SECOND. The current address, including street and number, of the Corporation’s registered agent in the State of Missouri is 221 Bolivar Street, Jefferson City, MO 54101, and the name of its current registered agent at such address is CSC-Lawyers Incorporating Service Company.
 
ARTICLE THIRD. The amount of authorized capital stock of the Corporation is One Thousand (1,000) shares of Common Stock without par value.

i.
Dividends. Subject to the limitations in this ARTICLE THIRD set forth, dividends may be paid on the Common Stock out of any funds legally available for the purpose, when and as declared by the Board of Directors.

ii.
Liquidation Rights. In the event of any liquidation or dissolution of the Corporation, after there shall have been paid to or set aside for the holders of outstanding shares having superior liquidation preferences to Common Stock the full preferential amounts to which they are respectively entitled, the holders of outstanding shares of Common Stock shall be entitled to receive pro rata, according to the number of shares held by each, the remaining assets of the Corporation available for distribution.

iii.
Voting Rights. Except as set forth in this ARTICLE THIRD or as by statute otherwise mandatory provided, the holders of the Common Stock shall exclusively possess full voting powers for the election of Directors and for all other purposes.

iv.
No Preemptive Rights. No holders of outstanding shares of Common Stock shall have any preemptive right to subscribe for or acquire any shares of stock or any securities of any kind hereafter issued by the Corporation.

v.
Consideration for Shares. Subject to applicable law, the shares of the Corporation, now or hereafter authorized, may be issued for such consideration as may be fixed from time to time by the Board of Directors. Subject to applicable law and to the provisions of this ARTICLE THIRD, shares of the Corporation issued and thereafter acquired by the Corporation may be disposed of by the Corporation for such consideration as may be fixed from time to time by the Board of Directors.


1

vi.
Crediting Consideration to Capital. The entire consideration hereafter received upon the issuance of shares of Common Stock without par value shall be credited to capital, and this requirement may not be eliminated or amended without the affirmative vote of consent of the holders of two-thirds of the outstanding Common Stock.

ARTICLE FOURTH. The number of Directors which shall constitute the whole Board of Directors shall be fixed by the By‑laws of the Corporation, but shall not be less than three (3). Any changes in the number of Directors shall be reported to the Secretary of State of Missouri within thirty (30) calendar days of such change.

ARTICLE FIFTH. That the Corporation, Evergy Metro, Inc., shall continue perpetually.

ARTICLE SIXTH. That the Corporation, Evergy Metro, Inc., is formed for the following purposes:

The acquisition, construction, maintenance and operation of electric power and heating plant or plants and distribution systems therefor; the purchase of electrical current and of steam and of other heating mediums and forms of energy; distribution and sale thereof; the doing of all things necessary or incident to carrying on the business aforesaid in the State of Missouri and elsewhere, and generally the doing of all other things the law may authorize such a corporation so to do.

ARTICLE SEVENTH. The Board of Directors may make, alter, amend or repeal By‑laws of the Corporation by a majority vote of the whole Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice thereof has been given in the notice of such special meeting. Nothing in this ARTICLE SEVENTH shall be construed to limit the power of the shareholders to make, alter, amend or repeal By‑laws of the Corporation at any annual or special meeting of shareholders by a majority vote of the shareholders present and entitled to vote at such meeting, provided a quorum is present.

ARTICLE EIGHTH. At any meeting of shareholders, a majority of the outstanding shares entitled to vote represented in person or by proxy shall constitute a quorum; provided, that less than such quorum shall have the right successively to adjourn the meeting to a specified date not longer than 90 days after such adjournment, and no notice need be given of such adjournment to shareholders not present at the meeting.

ARTICLE NINTH. These Amended and Restated Articles of Consolidation may be amended in accordance with and upon the vote prescribed by the laws of the State of Missouri; provided, that in no event shall any such amendment be adopted after the date of the adoption of this ARTICLE NINE without receiving the affirmative vote of at least a majority of the outstanding shares of the Corporation entitled to vote.


2

ARTICLE TENTH. In addition to any affirmative vote required by these Amended and Restated Articles of Consolidation or By‑laws, the affirmative vote of the holders of at least 80% of the outstanding shares of Common Stock of the Corporation entitled to vote shall be required for the approval or authorization of any Business Combination with an Interested Shareholder; provided, however, that such 80% voting requirement shall not be applicable if:
    
(a)     the Business Combination shall have been approved by a majority of the Continuing Directors; or

(b)    the cash or the Fair Market Value of the property, securities or other consideration to be received per share by holders of the Common Stock in such Business Combination is not less than the highest per share price paid by or on behalf of the Interested Shareholder for any shares of Common Stock during the five‑year period preceding the announcement of such Business Combination.

The following definitions shall apply for purposes of this ARTICLE TENTH:

(a)    The term “Business Combination” shall mean: (i) any merger or consolidation involving the Corporation or a subsidiary of the Corporation with or into an Interested Shareholder; (ii) any sale, lease, exchange, transfer or other disposition (in one transaction or a series) of any Substantial Part of the assets of the Corporation or a subsidiary of the Corporation to or with an Interested Shareholder; (iii) the issuance of any securities of the Corporation or a subsidiary of the Corporation to an Interested Shareholder other than the issuance on a pro rata basis to all holders of shares of the same class pursuant to a stock split or stock dividend; (iv) any recapitalization or reclassification or other transaction that would have the effect of increasing the proportionate voting power of an Interested Shareholder; (v) any liquidation, spinoff, splitup or dissolution of the Corporation proposed by or on behalf of an Interested Shareholder; or (vi) any agreement, contract, arrangement or understanding providing for any of the transactions described in this definition of Business Combination;

(b)    The term “Interested Shareholder” shall mean and include (i) any individual, corporation, partnership or other person or entity which, together with its “Affiliates” or “Associates” (as defined on March 1, 1986, in Rule 12b‑2 of the General Rules and Regulations under the Securities Exchange Act of 1934) “beneficially owns” (as defined on March 1, 1986, in Rule 13d‑3 of the General Rules and Regulations under the Securities Exchange Act of 1934) in the aggregate 5% or more of the outstanding shares of the Common Stock of the Corporation, and (ii) any Affiliate or Associate of any such Interested Shareholder;

(c)    The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is unaffiliated with the Interested Shareholder and was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Continuing Director if the successor is unaffiliated with

3

the Interested Shareholder and is recommended or elected to succeed the Continuing Director by a majority of Continuing Directors;

(d)    The term “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30‑day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange‑Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities and Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30‑day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or, if no such quotations are available, the Fair Market Value on the date in question of a share of such stock as determined by a majority of the Continuing Directors; and (ii) in the case of property other than cash or stock, the Fair Market Value of such property on the date in question as determined by a majority of the Continuing Directors; and

(e)    The term “Substantial Part” shall mean 10% or more of the Fair Market Value of the total assets as reflected on the most recent balance sheet existing at the time the shareholders of the Corporation would be required to approve or authorize the Business Combination involving the assets constituting any such Substantial Part.

Notwithstanding ARTICLE NINTH or any other provisions of these Amended and Restated Articles of Consolidation or the By‑laws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law), this ARTICLE TENTH may not be altered, amended or repealed except by the affirmative vote of the holders of at least 80% or more of the outstanding shares of Common Stock of the Corporation entitled to vote.

ARTICLE ELEVENTH (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was an employee of the Corporation acting within the scope and course of his or her employment or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by The Missouri General and Business Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to or to be paid in settlement) actually and reasonably incurred by such person in connection therewith. The Corporation may in its discretion by action of its Board of Directors provide indemnification to agents of the Corporation as provided for in this ARTICLE ELEVENTH. Such indemnification shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.


4

(b)    Rights Not Exclusive. The indemnification and other rights provided by this ARTICLE ELEVENTH shall not be deemed exclusive of any other rights to which a person may be entitled under any applicable law, By‑laws of the Corporation, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in any other capacity while holding the office of Director or officer, and the Corporation is hereby expressly authorized by the shareholders of the Corporation to enter into agreements with its Directors and officers which provide greater indemnification rights than that generally provided by The Missouri General and Business Corporation Law; provided, however, that no such further indemnity shall indemnify any person from or on account of such Director's or officer's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Any such agreement providing for further indemnity entered into pursuant to this ARTICLE ELEVENTH after the date of approval of this ARTICLE ELEVENTH by the Corporation's shareholders need not be further approved by the shareholders of the Corporation in order to be fully effective and enforceable.

(c)    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who was or is a Director, officer, employee or agent of the Corporation, or was or is serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this ARTICLE ELEVENTH.

(d)    Amendment. This ARTICLE ELEVENTH may be hereafter amended or repealed; however, no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person entitled to obtain indemnification or an advance of expenses with respect to an action, suit or proceeding that pertains to or arises out of actions or omissions that occur prior to the later of (a) the effective date of such amendment or repeal; (b) the expiration date of such person's then current term of office with, or service for, the Corporation (provided such person has a stated term of office or service and completes such term); or (c) the effective date such person resigns his or her office or terminates his or her service (provided such person has a stated term of office or service but resigns prior to the expiration of such term).

ARTICLE TWELFTH. Any act or transaction by or involving the Corporation that requires for its adoption pursuant to Chapter 351 of the Missouri General and Business Corporation Law or these Amended and Restated Articles of Consolidation the approval of the shareholders of the Corporation shall, pursuant to Section 351.448 of the Missouri General and Business Corporation Law, require, in addition, the approval of the shareholders of Great Plains Energy Incorporated, a Missouri corporation, or any successor thereto by merger, by the same vote as is required pursuant to Chapter 351 of the Missouri General and Business Corporation Law or the Amended and Restated Articles of Consolidation of the Corporation.

ARTICLE THIRTEENTH.  The liability of the Corporation’s directors to the Corporation or any of its shareholders for monetary damages for breaches of fiduciary duties as a director shall

5

be eliminated to the fullest extent permitted under The Missouri General and Business Corporation Law, as the same exists or may hereafter be amended. Neither any repeal or modification of this ARTICLE THIRTEEN by the shareholders of the Corporation nor the amendment or adoption of any other provision of the Articles of Incorporation inconsistent with this ARTICLE THIRTEEN shall adversely affect any right or protection of a director of the Corporation existing hereunder at the time of such repeal, modification or amendment with respect to acts or omissions occurring prior to such repeal, modification or amendment.


[End of Document]



6
Exhibit

Exhibit 3.2











_____________________________________________________________________________________

EVERGY METRO, INC.,
(Formerly Kansas City Power & Light Company)


AMENDED AND RESTATED BY‑LAWS



AS OF SEPTEMBER 16, 2019


____________________________________________________________________________________



EVERGY METRO, INC.
AMENDED AND RESTATED
BY‑LAWS
ARTICLE I
Offices
Section 1.    The location of the registered office and the name of the registered agent of the Company in the State of Missouri shall be as stated in the Articles of Consolidation or as determined from time to time by the Board of Directors and on file in the appropriate public offices of the State of Missouri pursuant to applicable provisions of law.
Section 2.    The Company also may have offices at such other places either within or without the State of Missouri as the Board of Directors may from time to time determine or the business of the Company may require.
ARTICLE II
Shareholders
Section 1.    (a) All meetings of the shareholders shall be held at such place within or without the State of Missouri as may be selected by the Board of Directors or Executive Committee, but if the Board of Directors or Executive Committee shall fail to designate a place for said meeting to be held, then the same shall be held at the principal place of business of the Company.
(b)    If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:
i.Participate in a meeting of shareholders; and
ii.Be deemed present in person and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:
a.    The Company shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder;
b.    The Company shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

2

c.    If any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Company.
(c)    The Board of Directors may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of the meetings or any meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations, the Chairman of the Board may prescribe such rules, regulations and procedures and do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the Chairman of the Board, may, to the extent not prohibited by law, include, without limitation, the following: (i) the establishment of an agenda for the meeting; (ii) the maintenance of order at the meeting; (iii) limitations on attendance at or participation in the meeting to shareholders of record of the Company, their duly authorized proxies and such other persons as shall be determined; (iv) restrictions on entry to the meeting after a specified time; and (v) limitations on the time allotted to questions or comments by participants. Unless otherwise determined by the Board or the Chairman of the Board, meetings of shareholders shall not be required to be held in accordance with any rules of parliamentary procedure.
Section 2.    An annual meeting of the shareholders shall be held on the first Tuesday of May in each year, if not a legal holiday, and if a legal holiday, then on the first succeeding day which is not a legal holiday, at 10 a.m.; provided, however, the day fixed for such meeting in any year may be changed, by resolution of the Board of Directors, to such other day and time as the Board of Directors may deem to be desirable or appropriate, subject to any applicable limitations of law. The purpose of the annual meeting shall be to elect directors of the Company and transact such other business as may properly be brought before the meeting.
Section 3.    Special meetings of the shareholders may only be called by the Chairman of the Board, by the Chief Executive Officer, by the President or at the request in writing (which shall include a request received by electronic transmission) of a majority of the Board of Directors. Special meetings of shareholders of the Company may not be called by any other person or persons.
Section 4.    Written or printed notice of each meeting of the shareholders, annual or special, shall be given in the manner provided in the corporation laws of the State of Missouri.  Written notice shall include, but not be limited to, notice by electronic transmission which means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. In case of a call for any special meeting, the notice shall state the time, place and purpose of such meeting.
Any notice of a shareholders’ meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the shareholder at his or her address as it appears on the records of the Company.
Section 5.    Attendance of a shareholder at any meeting, whether in person or by means of remote communication, shall constitute a waiver of notice of such meeting except where a

3

shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6.    At least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of and the number of shares held by each, shall be prepared by the officer having charge of the transfer book for shares of the Company. Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in the State of Missouri, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.
Failure to comply with the requirements of this Section shall not affect the validity of any action taken at any such meeting.
Section 7.    Each outstanding share entitled to vote under the provisions of the articles of consolidation of the Company shall be entitled to one vote on each matter submitted at a meeting of the shareholders.  A shareholder may vote either in person or by proxy in the manner provided in the corporation laws of the State of Missouri, including by means of electronic transmission or by telephone.   No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
At any election of directors of the Company, each holder of outstanding shares of any class entitled to vote thereat shall have the right to cast as many votes in the aggregate as shall equal the number of shares of such class held, multiplied by the number of directors to be elected by holders of shares of such class, and may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute them among two or more candidates as such holder shall elect.
Section 8.    At any meeting of shareholders, a majority of the outstanding shares entitled to vote represented in person, by means of remote connection or by proxy shall constitute a quorum for the transaction of business, except as otherwise provided by statute or by the articles of consolidation or by these By‑laws. The Board of Directors, the chairman of the meeting or the holders of a majority of the shares represented in person or by proxy and entitled to vote at any meeting of the shareholders shall have the right successively to adjourn the meeting to a specified date not longer than ninety days after any such adjournment, whether or not a quorum be present. The time and place to which any such adjournment is taken shall be publicly announced at the meeting, and no notice need be given of any such adjournment to shareholders not present at the meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 9.    The vote for directors and the vote on any other question that has been properly brought before the meeting in accordance with these By‑laws shall be by ballot. Each ballot cast by a shareholder must state the name of the shareholder voting and the number of shares voted by him and if such ballot be cast by a proxy, it must also state the name of such proxy. All

4

elections and all other questions shall be decided by plurality vote, unless the question is one on which by express provision of the statutes or of the articles of consolidation or of these By‑laws a different vote is required, in which case such express provision shall govern and control the decision of such question.
Section 10.    The Chairman of the Board, or in his or her absence the Chief Executive Officer, the President or any Vice President of the Company, shall convene all meetings of the shareholders and the Chairman of the Board shall act as chairman thereof. The Board of Directors may appoint any shareholder to act as chairman of any meeting of the shareholders in the absence of the Chairman of the Board, and in the case of the failure of the Board so to appoint a chairman, the shareholders present at the meeting shall elect a chairman who shall be either a shareholder or a proxy of a shareholder.
The Secretary of the Company shall act as secretary of all meetings of shareholders. In the absence of the Secretary at any meeting of shareholders, the President or acting chairman may appoint any person to act as secretary of the meeting.
Section 11.    At any meeting of shareholders where a vote by ballot is taken for the election of directors or on any proposition, the person presiding at such meeting shall appoint not less than two persons, who are not directors, as inspectors to receive and canvass the votes given at such meeting and certify the result to him. Subject to any statutory requirements which may be applicable, all questions touching upon the qualification of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the inspectors. In case of a tie vote by the inspectors on any question, the presiding officer shall decide the issue.
Section 12.    Unless otherwise provided by statute or by the articles of consolidation, any action required to be taken by shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
Section 13.    No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any shareholder of the Company (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 13 and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedure set forth in this Section 13.
In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Company.
To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than sixty (60) days nor more than ninety (90) days prior to the date of the annual meeting of shareholders; provided, however,

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that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by such shareholder, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business and (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 13, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 13 shall be deemed to preclude discussion by any shareholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.
ARTICLE III
Board of Directors
Section 1.    The property, business and affairs of the Company shall be managed and controlled by a Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the articles of consolidation or by these By‑laws directed or required to be exercised or done by the shareholders.
Section 2.    (a) The Board of Directors shall consist of not less than seven (7) nor more than sixteen (16) directors, the exact number to be set from time-to-time by a resolution adopted by the affirmative vote of the majority of the whole Board. Each director shall be elected at the annual meeting of the shareholders to serve until the next annual meeting of the shareholders and until his or her successor shall be elected and qualified.
(b)     No person shall be eligible to be elected and to hold office as a director if such person is determined by a majority of the whole Board of Directors to have acted contrary to the Company’s best interest, including, but not limited to , (i) violation of either state or federal law, (ii) maintenance of interests not properly authorized and in conflict with the interests of the Company, or (iii) breach of any agreement between such director and the Company relating to such director’s services as a director, employee or agent of the Company.

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(c)    Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board or to the Secretary. The resignation of any director shall take effect upon the acceptance of such resignation by the Board of Directors.
Section 3.    In case of the death, resignation or removal of one or more of the directors of the Company, vacancies existing on the Board of Directors for any reason and newly created directorships resulting from any increase in the authorized number of directors, a majority of the remaining directors, though less than a quorum, may fill the vacancy or vacancies until the successor or successors are elected at a meeting of the shareholders.
Section 4.    The Board of Directors may hold its regular meetings either within or without the State of Missouri at such place as shall be specified in the notice of such meeting. The Chairman of the Board, or in his or her absence another director appointed by a majority of the members of the Board of Directors, shall convene all meetings of the Board of Directors and shall act as chairman thereof.
Section 5.    Regular meetings of the Board of Directors shall be held as the Board of Directors shall from time to time determine.  The Secretary or an Assistant Secretary shall give at least three (3) business days’ notice of the time and place of each such meeting to each director in the manner provided in Section 9 of this Article III. The notice need not specify the business to be transacted.
Section 6.    Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer, the President of the Company or three members of the Board and shall be held at such place as shall be specified in the notice of such meeting.  Notice of such special meeting stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, or personally or by telephone, electronic transmission or similar means of communication on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
Section 7.    A majority of the full Board of Directors as prescribed in these By‑laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
Section 8.    The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation for directors. Compensation for nonemployee directors may include both a stated annual retainer and a fixed fee for attendance at each regular or special meeting of the Board. Nonemployee members of special or standing committees of the Board may

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be allowed a fixed fee for attending committee meetings. Any director may serve the Company in any other capacity and receive compensation therefor. Each director may be reimbursed for his or her expenses, if any, in attending regular and special meetings of the Board and committee meetings.
Section 9.    Whenever under the provisions of the statutes or of the articles of consolidation or of these By-laws, notice is required to be given to any director, it shall not be construed to require personal notice, but such notice may be given by telephone, electronic transmission or similar means of communication addressed to such director at such address as appears on the books of the Company, or by mail by depositing the same in a post office or letter box in a postpaid, sealed wrapper addressed to such director at such address as appears on the books of the Company.  Such notice shall be deemed to be given at the time when the same shall be thus telephoned, electronically transmitted or mailed.
Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 10.    The Board of Directors may by resolution provide for an Executive Committee of said Board, which shall serve at the pleasure of the Board of Directors and, during the intervals between the meetings of said Board, shall possess and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Company, except with respect to any matters which, by resolution of the Board of Directors, may from time to time be reserved for action by said Board.
Section 11.    The Executive Committee, if established by the Board, shall consist of the Chairman of the Board and two or more additional directors, who shall be elected by the Board of Directors to serve at the pleasure of said Board until the first meeting of the Board of Directors following the next annual meeting of shareholders and until their successors shall have been elected. Vacancies in the Committee shall be filled by the Board of Directors.
Section 12.    Meetings of the Executive Committee shall be held whenever called by the Chairman or by a majority of the members of the committee, and shall be held at such time and place as shall be specified in the notice of such meeting. The Secretary or an Assistant Secretary shall give at least one day’s notice of the time, place and purpose of each such meeting to each committee member in the manner provided in Section 9 of this Article III, provided, that if the meeting is to be held outside of Kansas City, Missouri, at least three days’ notice thereof shall be given.
Section 13.    At all meetings of the Executive Committee, a majority of the committee members shall constitute a quorum and the unanimous act of all the members of the committee present at a meeting where a quorum is present shall be the act of the Executive Committee. All action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action.
Section 14.    In addition to the Executive Committee provided for by these By‑laws, the Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may

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designate one or more committees, each consisting of two or more directors. Each committee shall have and may exercise so far as may be permitted by law and to the extent provided in such resolution or resolutions or in these By‑laws, the responsibilities of the business and affairs of the Company. The Board of Directors may, at its discretion, appoint qualified directors as alternate members of a committee to serve in the temporary absence or disability of any member of a committee. Except where the context requires otherwise, references in these By‑laws to the Board of Directors shall be deemed to include the Executive Committee or a committee of the Board of Directors duly authorized and empowered to act in the premises.
Section 15.    Each committee shall record and keep a record of all its acts and proceedings and report the same from time to time to the Board of Directors.
Section 16.    Regular meetings of any committee, of which no notice shall be necessary, shall be held at such times and in such places as shall be fixed by majority of the committee. Special meetings of a committee shall be held at the request of any member of the committee. Notice of each special meeting of a committee shall be given not later than one day prior to the date on which the special meeting is to be held. Notice of any special meeting need not be given to any member of a committee, if waived by him in writing or by electronic transmission before or after the meeting; and any meeting of a committee shall be a legal meeting without notice thereof having been given, if all the members of the committee shall be present.
Section 17.    A majority of any committee shall constitute a quorum for the transaction of business, and the act of a majority of those present, by telephone conference call (or similar communications equipment whereby all persons participating in the meeting can hear each other), at any meeting at which a quorum is present shall be the act of the committee.  Members of any committee shall act only as a committee and the individual members shall have no power as such.
Section 18.    The members or alternates of any committee shall serve at the pleasure of the Board of Directors.
Section 19.    If all the directors severally or collectively shall consent in writing or by electronic transmission to any action which is required to be or may be taken by the directors, such consents shall have the same force and effect as a unanimous vote of the directors at a meeting duly held.  The Secretary shall file such consents with the minutes of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
ARTICLE IV
Officers
Section 1.    The officers of the Company shall include a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers, all of whom shall be appointed by the Board of Directors. Any one person may hold two or more offices except that the offices of President and Secretary may not be held by the same person.
Section 2.    The officers of the Company shall be appointed by the Board of Directors.

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Section 3.    The Board of Directors may from time to time appoint such other officers as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time determine.
Section 4.    Each officer of the Company shall hold such person’s office at the pleasure of the Board of Directors or for such other period as the Board may specify at the time of such person’s election or appointment, or until such person’s death, resignation or removal by the Board, whichever occurs first. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole board.  If the office of any officer becomes vacant for any reason, or if any new office shall be created, the vacancy may be filled by the Board of Directors.
ARTICLE V
Powers and Duties of Officers
Section 1.The Board of Directors shall designate the Chairman and the Chief Executive Officer of the Company, who may be the Chairman of the Board and/or the President. The Chief Executive Officer shall have general and active management of and exercise general supervision of the business and affairs of the Company, subject, however, to the right of the Board of Directors, or the Executive Committee acting in its stead, to delegate any specific power to any other officer or officers of the Company, and the Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect. During such times when neither the Board of Directors nor the Executive Committee is in session, the Chief Executive Officer of the Company shall have and exercise full corporate authority and power to manage the business and affairs of the Company (except for matters required by law, the By‑laws or the articles of consolidation to be exercised by the shareholders or Board itself or as may otherwise be specified by orders or resolutions of the Board) and the Chief Executive Officer shall take such actions, including executing contracts or other documents, as he or she deems necessary or appropriate in the ordinary course of the business and affairs of the Company. The Vice Presidents and other authorized persons are authorized to take actions which are (i) routinely required in the conduct of the Company’s business or affairs, including execution of contracts and other documents incidental thereto, which are within their respective areas of assigned responsibility, and (ii) within the ordinary course of the Company’s business or affairs as may be delegated to them respectively by the Chief Executive Officer.
Section 2.The President, if not also designated Chief Executive Officer, shall perform such duties and exercise such powers as shall be assigned to him from time to time by the Board of Directors or the Chief Executive Officer.
Section 3.The Vice Presidents shall perform such duties and exercise such powers as shall be assigned to them from time to time by the Board of Directors or the Chief Executive Officer.
Section 4.The Secretary shall attend all meetings of the shareholders, the Board of Directors and the Executive Committee, and shall keep the minutes of such meetings. He or she

10

shall give, or cause to be given, notice of all meetings of the shareholders, the Board of Directors and the Executive Committee, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer. He or she shall be the custodian of the seal of the Company and shall affix the same to any instrument requiring it and, when so affixed, shall attest it by his or her signature. He or she shall, in general, perform all duties incident to the office of secretary.
Section 5.The Assistant Secretaries shall perform such of the duties and exercise such of the powers of the Secretary as shall be assigned to them from time to time by the Board of Directors or the Chief Executive Officer or the Secretary, and shall perform such other duties as the Board of Directors or the Chief Executive Officer shall from time to time prescribe.
Section 6.The Treasurer shall have the custody of all moneys and securities of the Company. He or she is authorized to collect and receive all moneys due the Company and to receipt therefor, and to endorse in the name of the Company and on its behalf when necessary or proper all checks, drafts, vouchers or other instruments for the payment of money to the Company and to deposit the same to the credit of the Company in such depositaries as may be designated by the Board of Directors. He or she is authorized to pay interest on obligations and dividends on stocks of the Company when due and payable. He or she shall, when necessary or proper, disburse the funds of the Company, taking proper vouchers for such disbursements. He or she shall render to the Board of Directors and the Chief Executive Officer, whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Company. He or she shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer. He or she shall, in general, perform all duties incident to the office of treasurer.
Section 7.The Assistant Treasurers shall perform such of the duties and exercise such of the powers of the Treasurer as shall be assigned to them from time to time by the Board of Directors or the Chief Executive Officer or the Treasurer, and shall perform such other duties as the Board of Directors or the Chief Executive Officer shall from time to time prescribe.
Section 8.The Board of Directors may, by resolution, require any officer to give the Company a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his or her office and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control and belonging to the Company.
Section 9.In the case of absence or disability or refusal to act of any officer of the Company, the Chief Executive Officer may delegate the powers and duties of such officer to any other officer or other person unless otherwise ordered by the Board of Directors.
Section 10.The President, the Chief Executive Officer, the Vice Presidents and any other person duly authorized by resolution of the Board of Directors shall severally have power to execute on behalf of the Company any deed, bond, indenture, certificate, note, contract or other instrument authorized or approved by the Board of Directors.

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Section 11.Unless otherwise ordered by the Board of Directors, the President, the Chief Executive Officer or any Vice President of the Company (a) shall have full power and authority to attend and to act and vote, in the name and on behalf of this Company, at any meeting of shareholders of any corporation in which this Company may hold stock, and at any such meeting shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock, and (b) shall have full power and authority to execute, in the name and on behalf of this Company, proxies authorizing any suitable person or persons to act and to vote at any meeting of shareholders of any corporation in which this Company may hold stock, and at any such meeting the person or persons so designated shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock.
ARTICLE VI
Certificates of Stock
Section 1.    The Board of Directors shall provide for the issue, transfer and registration of the certificates representing the shares of capital stock of the Company in such form as may be prescribed by the Board of Directors in conformity with law, and shall appoint the necessary officers, transfer agents and registrars for that purpose; provided that some or all of the shares of capital stock may be uncertificated shares as determined by the Board of Directors.
Section 2.    Until otherwise ordered by the Board of Directors, stock certificates shall be signed by the President, the Chief Executive Officer or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and sealed with the seal of the Company. Such seal may be facsimile, engraved or printed. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any stock certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be issued by the Company with the same effect as if the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.
Section 3.    Transfers of stock shall be made on the books of the Company only by the person in whose name such stock is registered or by his or her attorney lawfully constituted in writing, and unless otherwise authorized by the Board of Directors only on surrender and cancellation of the certificate transferred. No stock certificate shall be issued to a transferee until the transfer has been made on the books of the Company.
Section 4.    The Company shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have notice thereof, except as otherwise expressly provided by the laws of Missouri.
Section 5.    In case of the loss or destruction of any certificate for shares of the Company, a new certificate may be issued in lieu thereof under such regulations and conditions as the Board of Directors may from time to time prescribe.

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ARTICLE VII
Closing of Transfer Books
The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.
ARTICLE VIII
Inspection of Books
Section 1.    The Company shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of its proceedings of its shareholders and Board of Directors (and any committee having the authority of the Board) and the names and business or residence addresses of its officers. The Company shall keep at its registered office or principal place of business in the State of Missouri, or at the office of its transfer agent in the State of Missouri, if any, books and records in which shall be recorded the number of shares subscribed, the names of the owners of the shares, the numbers owned by them respectively, the amount of shares paid, and by whom, and the transfer of such shares with the date of transfer.
Section 2.     A shareholder may, upon written demand, inspect the records of the Company, pursuant to any statutory or other legal right, during the usual and customary hours of business and in such manner as will not unduly interfere with the regular conduct of the business of the Company. A shareholder may delegate such shareholder’s right of inspection to a certified or public accountant on the condition, to be enforced at the option of the Company, that the shareholder and accountant agree with the Company to furnish to the Company promptly a true and correct copy of each report with respect to such inspection made by such accountant. No shareholder shall use, permit to be used or acquiesce in the use by others of any information so obtained to the detriment competitively of the Company, nor shall he or she furnish or permit to be furnished any information so obtained to any competitor or prospective competitor of the Company. The Company as a condition precedent to any shareholder’s inspection of the records of the Company may require the shareholder to indemnify the Company, in such manner and for

13

such amount as may be determined by the Board of Directors, against any loss or damage which may be suffered by it arising out of or resulting from any unauthorized disclosure made or permitted to be made by such shareholder of information obtained in the course of such inspection.
Section 3.    The Company shall not be liable for expenses incurred in connection with any inspection of its books.
ARTICLE IX
Corporate Seal
The corporate seal of the Company shall have inscribed thereon the name of the Company and the words “Corporate Seal - Missouri.”
ARTICLE X
Fiscal Year
Section 1.    The fiscal year of the Company shall be the calendar year.
Section 2.    As soon as practicable after the close of each fiscal year, the Board of Directors shall cause a report of the business and affairs of the Company to be made to the shareholders.
ARTICLE XI
Waiver of Notice
Whenever by statute or by the articles of consolidation or by these By‑laws any notice whatever is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
Amendments
The Board of Directors may make, alter, amend or repeal By‑laws of the Company by a majority vote of the whole Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice thereof has been given in the notice of such special meeting. Nothing in this Article shall be construed to limit the power of the shareholders to make, alter, amend or repeal By‑laws of the Company at any annual or special meeting of shareholders by a majority vote of the shareholders present and entitled to vote at such meeting, provided a quorum is present.


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Exhibit

Exhibit 3.3






AMENDED AND RESTATED
ARTICLES OF INCORPORATION

OF

EVERGY KANSAS CENTRAL, INC.


As of September 16, 2019


(formerly Westar Energy, Inc.)





AMENDED AND RESTATED
ARTICLES OF INCORPORATION

OF

EVERGY KANSAS CENTRAL, INC.
_________________

ARTICLE ONE

Name of Corporation

The name of the corporation is “Evergy Kansas Central, Inc.”

ARTICLE TWO

Registered Office and Resident Agent

The registered office of the corporation in the State of Kansas is located at 2900 SW Wanamaker Drive, Suite 204, Topeka, KS 66614. The name of its resident agent at such address is Corporation Service Company.

ARTICLE THREE

Nature of Business

The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the Kansas General Corporation Code.

ARTICLE FOUR

Duration

The duration of the corporation shall be perpetual.

ARTICLE FIVE

Capital Stock

The total number of shares of capital stock which the corporation shall have authority to issue is 1000 shares of common stock, par value $0.01 per share.


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ARTICLE SIX

Bylaws

In furtherance and not in limitation of the powers conferred by the laws of the State of Kansas, the board of directors is expressly authorized and empowered to adopt, amend, alter and repeal the bylaws of the corporation; provided that any bylaw adopted or amended by the board of directors, and any powers thereby conferred, may be amended, altered or repealed by the stockholders.

ARTICLE SEVEN

Limitation on Personal Liability

To the fullest extent permitted by law, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

ARTICLE EIGHT

Indemnification

The corporation shall indemnify each officer and director to the fullest extent permitted by applicable law. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right to indemnification of an officer or director of the corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

ARTICLE NINE

Amendment of Articles

The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Kansas, and all rights conferred upon stockholders herein are granted subject to this reservation.



[End of Document]



2
Exhibit

Exhibit 3.4









______________________________________________________________________________



EVERGY KANSAS CENTRAL, INC.
(formerly Westar Energy, Inc.)


AMENDED AND RESTATED BY‑LAWS



AS OF SEPTEMBER 16, 2019



______________________________________________________________________________



EVERGY KANSAS CENTRAL, INC.

AMENDED AND RESTATED
BY-LAWS


ARTICLE I

Offices

Section 1.    The location of the registered office and the name of the registered agent of Evergy Kansas Central, Inc. (the “Company”) in the State of Kansas shall be as stated in the Articles of Incorporation or as determined from time to time by the Board of Directors and on file in the appropriate public offices of the State of Kansas pursuant to applicable provisions of law.

Section 2.    The Company also may have offices at such other places either within or without the State of Kansas as the Board of Directors may from time to time determine or the business of the Company may require.

ARTICLE II

Shareholders

Section 1.    (a)    All meetings of the shareholders shall be held at such place within or without the State of Kansas as may be selected by the Board of Directors or Executive Committee, but if the Board of Directors or Executive Committee shall fail to designate a place for said meeting to be held, then the same shall be held at the principal place of business of the Company.

(b)    If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:

(i) Participate in a meeting of shareholders; and

(ii) Be deemed present in person and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

A.    The Company shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder;

B.    The Company shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to


read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

C.    If any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Company.

(c)    The Board of Directors may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of the meetings or any meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations, the Chairman of the Board may prescribe such rules, regulations and procedures and do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the Chairman of the Board, may, to the extent not prohibited by law, include, without limitation, the following: (i) the establishment of an agenda for the meeting; (ii) the maintenance of order at the meeting; (iii) limitations on attendance at or participation in the meeting to shareholders of record of the Company, their duly authorized proxies and such other persons as shall be determined; (iv) restrictions on entry to the meeting after a specified time; and (v) limitations on the time allotted to questions or comments by participants. Unless otherwise determined by the Board or the Chairman of the Board, meetings of shareholders shall not be required to be held in accordance with any rules of parliamentary procedure.

Section 2.    An annual meeting of the shareholders shall be held on the first Tuesday of May in each year, if not a legal holiday, and if a legal holiday, then on the first succeeding day which is not a legal holiday, at 10 a.m.; provided, however, the day fixed for such meeting in any year may be changed, by resolution of the Board of Directors, to such other day and time as the Board of Directors may deem to be desirable or appropriate, subject to any applicable limitations of law. The purpose of the annual meeting shall be to elect directors of the Company and transact such other business as may properly be brought before the meeting.

Section 3.    Special meetings of the shareholders may only be called by the Chairman of the Board, by the Chief Executive Officer, by the President or at the request in writing (which shall include a request received by electronic transmission) of a majority of the Board of Directors. Special meetings of shareholders of the Company may not be called by any other person or persons.

Section 4.    Written or printed notice of each meeting of the shareholders, annual or special, shall be given in the manner provided in the Kansas General Corporation Code. Written notice shall include, but not be limited to, notice by electronic transmission which means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. In case of a call for any special meeting, the notice shall state the time, place and purpose of such meeting.

Any notice of a shareholders' meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the shareholder at his or her address as it appears on the records of the Company.


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Section 5.    Attendance of a shareholder at any meeting, whether in person or by means of remote communication, shall constitute a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.    At least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of and the number of shares held by each, shall be prepared by the officer having charge of the transfer book for shares of the Company. Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in the State of Kansas, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

Failure to comply with the requirements of this Section shall not affect the validity of any action taken at any such meeting.

Section 7.    Each outstanding share entitled to vote under the provisions of the Articles of Incorporation of the Company shall be entitled to one vote on each matter submitted at a meeting of the shareholders. A shareholder may vote either in person or by proxy in the manner provided in the corporation laws of the State of Kansas, including by means of electronic transmission or by telephone. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

At any election of directors of the Company, each holder of outstanding shares of any class entitled to vote thereat shall have the right to cast as many votes in the aggregate as shall equal the number of shares of such class held, multiplied by the number of directors to be elected by holders of shares of such class, and may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute them among two or more candidates as such holder shall elect.

Section 8.    At any meeting of shareholders, a majority of the outstanding shares entitled to vote represented in person, by means of remote connection or by proxy shall constitute a quorum for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation or by these By‑laws. The Board of Directors, the chairman of the meeting or the holders of a majority of the shares represented in person or by proxy and entitled to vote at any meeting of the shareholders shall have the right successively to adjourn the meeting to a specified date not longer than ninety days after any such adjournment, whether or not a quorum be present. The time and place to which any such adjournment is taken shall be publicly announced at the meeting, and no notice need be given of any such adjournment to shareholders not present at the meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

    

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Section 9.    The vote for directors and the vote on any other question that has been properly brought before the meeting in accordance with these By‑laws shall be by ballot. Each ballot cast by a shareholder must state the name of the shareholder voting and the number of shares voted by him and if such ballot be cast by a proxy, it must also state the name of such proxy. All elections and all other questions shall be decided by plurality vote, unless the question is one on which by express provision of the statutes or of the Articles of Incorporation or of these By‑laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.    The Chairman of the Board, or in his or her absence the Chief Executive Officer, the President or any Vice President of the Company, shall convene all meetings of the shareholders and the Chairman of the Board shall act as chairman thereof. The Board of Directors may appoint any shareholder to act as chairman of any meeting of the shareholders in the absence of the Chairman of the Board, and in the case of the failure of the Board so to appoint a chairman, the shareholders present at the meeting shall elect a chairman who shall be either a shareholder or a proxy of a shareholder.

The Secretary of the Company shall act as secretary of all meetings of shareholders. In the absence of the Secretary at any meeting of shareholders, the President or acting chairman may appoint any person to act as secretary of the meeting.

Section 11.    At any meeting of shareholders where a vote by ballot is taken for the election of directors or on any proposition, the person presiding at such meeting shall appoint not less than two persons, who are not directors, as inspectors to receive and canvass the votes given at such meeting and certify the result to him. Subject to any statutory requirements which may be applicable, all questions touching upon the qualification of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the inspectors. In case of a tie vote by the inspectors on any question, the presiding officer shall decide the issue.

Section 12.    Unless otherwise provided by statute or by the Articles of Incorporation, any action required to be taken by shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 13.    No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any shareholder of the Company (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 13 and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedure set forth in this Section 13.

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In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Company.

To be timely, a shareholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than sixty (60) days nor more than ninety (90) days prior to the date of the annual meeting of shareholders; provided, however, that in the event that less than seventy (70) days' notice or prior public disclosure of the date of the meeting is given to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a shareholder's notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by such shareholder, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business and (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 13, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 13 shall be deemed to preclude discussion by any shareholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

ARTICLE III

Board of Directors

Section 1.    The property, business and affairs of the Company shall be managed and controlled by a Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By‑laws directed or required to be exercised or done by the shareholders.


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Section 2.    (a) The Board of Directors shall consist of not less than seven (7) nor more than sixteen (16) directors, the exact number to be set from time-to-time by a resolution adopted by the affirmative vote of the majority of the whole Board. Each director shall be elected at the annual meeting of the shareholders to serve until the next annual meeting of the shareholders and until his or her successor shall be elected and qualified.

(b)    No person shall be eligible to be elected and to hold office as a director if such person is determined by a majority of the whole Board of Directors to have acted contrary to the Company’s best interest, including, but not limited to, (i) violation of either state or federal law, (ii) maintenance of interests not properly authorized and in conflict with the interests of the Company, or (iii) breach of any agreement between such director and the Company relating to such director’s services as a director, employee or agent of the Company.

(c)    Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board or to the Secretary. The resignation of any director shall take effect upon the acceptance of such resignation by the Board of Directors.

Section 3.    In case of the death, resignation or removal of one or more of the directors of the Company, vacancies existing on the Board of Directors for any reason and newly created directorships resulting from any increase in the authorized number of directors, a majority of the remaining directors, though less than a quorum, may fill the vacancy or vacancies until the successor or successors are elected at a meeting of the shareholders.

Section 4.    The Board of Directors may hold its regular meetings either within or without the State of Kansas at such place as shall be specified in the notice of such meeting. The Chairman of the Board, or in his or her absence another director appointed by a majority of the members of the Board of Directors, shall convene all meetings of the Board of Directors and shall act as chairman thereof.

Section 5.    Regular meetings of the Board of Directors shall be held as the Board of Directors shall from time to time determine.  The Secretary or an Assistant Secretary shall give at least three (3) business days' notice of the time and place of each such meeting to each director in the manner provided in Section 9 of this Article III. The notice need not specify the business to be transacted.

Section 6.    Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer, the President of the Company or three members of the Board and shall be held at such place as shall be specified in the notice of such meeting.  Notice of such special meeting stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, or personally or by telephone, electronic transmission or similar means of communication on twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 7.    A majority of the full Board of Directors as prescribed in these By‑laws shall constitute a quorum for the transaction of business. The act of the majority of the directors present

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at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

Section 8.    The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation for directors. Compensation for nonemployee directors may include both a stated annual retainer and a fixed fee for attendance at each regular or special meeting of the Board. Nonemployee members of special or standing committees of the Board may be allowed a fixed fee for attending committee meetings. Any director may serve the Company in any other capacity and receive compensation therefor. Each director may be reimbursed for his or her expenses, if any, in attending regular and special meetings of the Board and committee meetings.

Section 9.    Whenever under the provisions of the statutes or of the Articles of Incorporation or of these By-laws, notice is required to be given to any director, it shall not be construed to require personal notice, but such notice may be given by telephone, electronic transmission or similar means of communication addressed to such director at such address as appears on the books of the Company, or by mail by depositing the same in a post office or letter box in a postpaid, sealed wrapper addressed to such director at such address as appears on the books of the Company.  Such notice shall be deemed to be given at the time when the same shall be thus telephoned, electronically transmitted or mailed.

Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10.    The Board of Directors may by resolution provide for an Executive Committee of said Board, which shall serve at the pleasure of the Board of Directors and, during the intervals between the meetings of said Board, shall possess and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Company, except with respect to any matters which, by resolution of the Board of Directors, may from time to time be reserved for action by said Board.

Section 11.    The Executive Committee, if established by the Board, shall consist of the Chairman of the Board and two or more additional directors, who shall be elected by the Board of Directors to serve at the pleasure of said Board until the first meeting of the Board of Directors following the next annual meeting of shareholders and until their successors shall have been elected. Vacancies in the Committee shall be filled by the Board of Directors.

Section 12.    Meetings of the Executive Committee shall be held whenever called by the Chairman or by a majority of the members of the committee, and shall be held at such time and

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place as shall be specified in the notice of such meeting. The Secretary or an Assistant Secretary shall give at least one day's notice of the time, place and purpose of each such meeting to each committee member in the manner provided in Section 9 of this Article III, provided, that if the meeting is to be held outside of Topeka, Kansas, at least three days’ notice thereof shall be given.

Section 13.    At all meetings of the Executive Committee, a majority of the committee members shall constitute a quorum and the unanimous act of all the members of the committee present at a meeting where a quorum is present shall be the act of the Executive Committee. All action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action.

Section 14.    In addition to the Executive Committee provided for by these By‑laws, the Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate one or more committees, each consisting of two or more directors. Each committee shall have and may exercise so far as may be permitted by law and to the extent provided in such resolution or resolutions or in these By‑laws, the responsibilities of the business and affairs of the Company. The Board of Directors may, at its discretion, appoint qualified directors as alternate members of a committee to serve in the temporary absence or disability of any member of a committee. Except where the context requires otherwise, references in these By‑laws to the Board of Directors shall be deemed to include the Executive Committee or a committee of the Board of Directors duly authorized and empowered to act in the premises.

Section 15.    Each committee shall record and keep a record of all its acts and proceedings and report the same from time to time to the Board of Directors.

Section 16.    Regular meetings of any committee, of which no notice shall be necessary, shall be held at such times and in such places as shall be fixed by majority of the committee. Special meetings of a committee shall be held at the request of any member of the committee. Notice of each special meeting of a committee shall be given not later than one day prior to the date on which the special meeting is to be held. Notice of any special meeting need not be given to any member of a committee, if waived by him in writing or by electronic transmission before or after the meeting; and any meeting of a committee shall be a legal meeting without notice thereof having been given, if all the members of the committee shall be present.

Section 17.    A majority of any committee shall constitute a quorum for the transaction of business, and the act of a majority of those present, by telephone conference call (or similar communications equipment whereby all persons participating in the meeting can hear each other), at any meeting at which a quorum is present shall be the act of the committee.  Members of any committee shall act only as a committee and the individual members shall have no power as such.

Section 18.    The members or alternates of any committee shall serve at the pleasure of the Board of Directors.

Section 19.    If all the directors severally or collectively shall consent in writing or by electronic transmission to any action which is required to be or may be taken by the directors,

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such consents shall have the same force and effect as a unanimous vote of the directors at a meeting duly held. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV

Officers

Section 1.    The officers of the Company shall include a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers, all of whom shall be appointed by the Board of Directors. Any one person may hold two or more offices except that the offices of President and Secretary may not be held by the same person.

Section 2.    The officers of the Company shall be appointed by the Board of Directors.

Section 3.    The Board of Directors may from time to time appoint such other officers as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time determine.

Section 4.    Each officer of the Company shall hold such person's office at the pleasure of the Board of Directors or for such other period as the Board may specify at the time of such person's election or appointment, or until such person's death, resignation or removal by the Board, whichever occurs first. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole board. If the office of any officer becomes vacant for any reason, or if any new office shall be created, the vacancy may be filled by the Board of Directors.

ARTICLE V

Powers and Duties of Officers

Section 1.    The Board of Directors shall designate the Chairman and the Chief Executive Officer of the Company, who may be the Chairman of the Board and/or the President. The Chief Executive Officer shall have general and active management of and exercise general supervision of the business and affairs of the Company, subject, however, to the right of the Board of Directors, or the Executive Committee acting in its stead, to delegate any specific power to any other officer or officers of the Company, and the Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect. During such times when neither the Board of Directors nor the Executive Committee is in session, the Chief Executive Officer of the Company shall have and exercise full corporate authority and power to manage the business and affairs of the Company (except for matters required by law, the By‑laws or the Articles of Incorporation to be exercised by the shareholders or Board itself or as may otherwise be specified by orders or resolutions of the Board) and the Chief Executive Officer

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shall take such actions, including executing contracts or other documents, as he or she deems necessary or appropriate in the ordinary course of the business and affairs of the Company. The Vice Presidents and other authorized persons are authorized to take actions which are (i) routinely required in the conduct of the Company's business or affairs, including execution of contracts and other documents incidental thereto, which are within their respective areas of assigned responsibility, and (ii) within the ordinary course of the Company's business or affairs as may be delegated to them respectively by the Chief Executive Officer.

Section 2.    The President, if not also designated Chief Executive Officer, shall perform such duties and exercise such powers as shall be assigned to him from time to time by the Board of Directors or the Chief Executive Officer.
  
Section 3.    The Vice Presidents shall perform such duties and exercise such powers as shall be assigned to them from time to time by the Board of Directors or the Chief Executive Officer.

Section 4.    The Secretary shall attend all meetings of the shareholders, the Board of Directors and the Executive Committee, and shall keep the minutes of such meetings. He or she shall give, or cause to be given, notice of all meetings of the shareholders, the Board of Directors and the Executive Committee, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer. He or she shall be the custodian of the seal of the Company and shall affix the same to any instrument requiring it and, when so affixed, shall attest it by his or her signature. He or she shall, in general, perform all duties incident to the office of secretary.

Section 5.    The Assistant Secretaries shall perform such of the duties and exercise such of the powers of the Secretary as shall be assigned to them from time to time by the Board of Directors or the Chief Executive Officer or the Secretary, and shall perform such other duties as the Board of Directors or the Chief Executive Officer shall from time to time prescribe.

Section 6.    The Treasurer shall have the custody of all moneys and securities of the Company. He or she is authorized to collect and receive all moneys due the Company and to receipt therefor, and to endorse in the name of the Company and on its behalf when necessary or proper all checks, drafts, vouchers or other instruments for the payment of money to the Company and to deposit the same to the credit of the Company in such depositaries as may be designated by the Board of Directors. He or she is authorized to pay interest on obligations and dividends on stocks of the Company when due and payable. He or she shall, when necessary or proper, disburse the funds of the Company, taking proper vouchers for such disbursements. He or she shall render to the Board of Directors and the Chief Executive Officer, whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Company. He or she shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer. He or she shall, in general, perform all duties incident to the office of treasurer.

Section 7.    The Assistant Treasurers shall perform such of the duties and exercise such of the powers of the Treasurer as shall be assigned to them from time to time by the Board of

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Directors or the Chief Executive Officer or the Treasurer, and shall perform such other duties as the Board of Directors or the Chief Executive Officer shall from time to time prescribe.

Section 8.    The Board of Directors may, by resolution, require any officer to give the Company a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his or her office and for the restoration to the Company, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control and belonging to the Company.

Section 9.    In the case of absence or disability or refusal to act of any officer of the Company, the Chief Executive Officer may delegate the powers and duties of such officer to any other officer or other person unless otherwise ordered by the Board of Directors.

Section 10.    The President, the Chief Executive Officer, the Vice Presidents and any other person duly authorized by resolution of the Board of Directors shall severally have power to execute on behalf of the Company any deed, bond, indenture, certificate, note, contract or other instrument authorized or approved by the Board of Directors.

Section 11.    Unless otherwise ordered by the Board of Directors, the President, the Chief Executive Officer or any Vice President of the Company (a) shall have full power and authority to attend and to act and vote, in the name and on behalf of this Company, at any meeting of shareholders of any corporation in which this Company may hold stock, and at any such meeting shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock, and (b) shall have full power and authority to execute, in the name and on behalf of this Company, proxies authorizing any suitable person or persons to act and to vote at any meeting of shareholders of any corporation in which this Company may hold stock, and at any such meeting the person or persons so designated shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock.

ARTICLE VI

Certificates of Stock

Section 1.    The Board of Directors shall provide for the issue, transfer and registration of the certificates representing the shares of capital stock of the Company in such form as may be prescribed by the Board of Directors in conformity with law, and shall appoint the necessary officers, transfer agents and registrars for that purpose; provided that some or all of the shares of capital stock may be uncertificated shares as determined by the Board of Directors.

Section 2.    Until otherwise ordered by the Board of Directors, stock certificates shall be signed by the President, the Chief Executive Officer or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and sealed with the seal of the Company. Such seal may be facsimile, engraved or printed. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any stock certificate or certificates shall cease to be such officer or officers of the Company, whether because

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of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be issued by the Company with the same effect as if the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.

Section 3.    Transfers of stock shall be made on the books of the Company only by the person in whose name such stock is registered or by his or her attorney lawfully constituted in writing, and unless otherwise authorized by the Board of Directors only on surrender and cancellation of the certificate transferred. No stock certificate shall be issued to a transferee until the transfer has been made on the books of the Company.
  
Section 4.    The Company shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof, for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have notice thereof, except as otherwise expressly provided by the laws of the State of Kansas.

Section 5.    In case of the loss or destruction of any certificate for shares of the Company, a new certificate may be issued in lieu thereof under such regulations and conditions as the Board of Directors may from time to time prescribe.

ARTICLE VII

Closing of Transfer Books

The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.


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ARTICLE VIII

Inspection of Books

Section 1.    The Company shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of its proceedings of its shareholders and Board of Directors (and any committee having the authority of the Board) and the names and business or residence addresses of its officers. The Company shall keep at its registered office or principal place of business in the State of Kansas, or at the office of its transfer agent in the State of Kansas, if any, books and records in which shall be recorded the number of shares subscribed, the names of the owners of the shares, the numbers owned by them respectively, the amount of shares paid, and by whom, and the transfer of such shares with the date of transfer.

Section 2.    A shareholder may, upon written demand, inspect the records of the Company, pursuant to any statutory or other legal right, during the usual and customary hours of business and in such manner as will not unduly interfere with the regular conduct of the business of the Company. A shareholder may delegate such shareholder's right of inspection to a certified or public accountant on the condition, to be enforced at the option of the Company, that the shareholder and accountant agree with the Company to furnish to the Company promptly a true and correct copy of each report with respect to such inspection made by such accountant. No shareholder shall use, permit to be used or acquiesce in the use by others of any information so obtained to the detriment competitively of the Company, nor shall he or she furnish or permit to be furnished any information so obtained to any competitor or prospective competitor of the Company. The Company as a condition precedent to any shareholder's inspection of the records of the Company may require the shareholder to indemnify the Company, in such manner and for such amount as may be determined by the Board of Directors, against any loss or damage which may be suffered by it arising out of or resulting from any unauthorized disclosure made or permitted to be made by such shareholder of information obtained in the course of such inspection.
    
Section 3.    The Company shall not be liable for expenses incurred in connection with any inspection of its books.

ARTICLE IX

Corporate Seal

The corporate seal of the Company shall have inscribed thereon the name of the Company and the words “Corporate Seal - Kansas.”

ARTICLE X

Fiscal Year

Section 1.    The fiscal year of the Company shall be the calendar year.


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Section 2.    As soon as practicable after the close of each fiscal year, the Board of Directors shall cause a report of the business and affairs of the Company to be made to the shareholders.

ARTICLE XI

Waiver of Notice

Whenever by statute or by the Articles of Incorporation or by these By‑laws any notice whatever is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

Amendments

The Board of Directors may make, alter, amend or repeal By‑laws of the Company by a majority vote of the whole Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice thereof has been given in the notice of such special meeting. Nothing in this Article shall be construed to limit the power of the shareholders to make, alter, amend or repeal By‑laws of the Company at any annual or special meeting of shareholders by a majority vote of the shareholders present and entitled to vote at such meeting, provided a quorum is present.


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Document

Exhibit 10.1


EVERGY, INC.
EXECUTIVE SEVERANCE PLAN
(Effective as of November 6, 2019)
1.
Preamble.
Evergy, Inc. hereby adopts this Evergy, Inc. Executive Severance Plan (this “Plan”), as a top-hat welfare plan under the Employee Retirement Income Security Act of 1974, effective as of November 6, 2019.
2.
Certain Definitions.
As used herein, the terms identified below shall have the meanings indicated:
Administrator. “Administrator” means the Committee.
Affiliate. “Affiliate” means any person with whom Evergy would be considered a single employer under Code Sections 414(b) or 414(c).
Board. “Board” means the Board of Directors of Evergy.
Cause. “Cause” means (i) fraud, embezzlement or material misappropriation of any of the Company’s funds, Confidential Information or property; (ii) indictment for or the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof, or a misdemeanor involving fraud, embezzlement, theft, misappropriation or failure to be truthful; (iii) any willful action or omission by the Eligible Executive that (I) (A) would constitute grounds for immediate dismissal under any employment policy of the Company, (B) is a material violation of such policy and (C) in the determination of the Committee, could result in damage, liability or reputational harm to the Company, including use of illegal drugs while on the premises of the Company, or (II) is a violation of sexual harassment laws or the internal sexual harassment policy of the Company; (iv) gross negligence or willful misconduct in performance of the Eligible Executive’s duties or in following reasonable instructions of the Board; or (v) any material breach or violation of any material provision of the restrictive covenants set forth in Appendix A.
CIC Agreement. “CIC Agreement” means a Change in Control Severance Agreement between the Eligible Executive and Evergy, which agreement provides for certain severance benefits upon certain types of involuntary terminations of employment with the Company in connection with a change in control of Evergy.
COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
Code. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated by the Treasury Department and the Internal Revenue Service thereunder.
Committee. “Committee” means the Compensation and Leadership Development Committee of the Board.



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Company. “Company” means, except as the context requires otherwise, collectively, Evergy, Inc., its successors and assigns and/or any Affiliate thereof, as applicable.
Confidential Information. “Confidential Information” means: (1) any and all trade secrets concerning the business and affairs of the Company; product specifications; data; know-how; formulae; algorithms; compositions; processes; designs; sketches; photographs; graphs; drawings; samples; inventions and ideas; past, current and planned research and development; current and planned manufacturing or distribution methods and processes; customer lists; current and anticipated customer requirements; price lists; market studies; business plans; computer software and programs (including object code and source code); computer software and database technologies; systems; structures; and architectures; (2) information concerning the business and affairs of the Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials) and (3) notes, analyses, compilations, studies, summaries and other material prepared by or for the Company containing or based, in whole or in part, or any information included in the foregoing, whether reduced to writing or not and which has not become publicly known or made generally available through no wrongful act of the Eligible Executive or others who were under confidentiality obligations as to the item or items involved.
Date of Termination. “Date of Termination” means (i) if the Eligible Executive’s employment is terminated by the Company for Cause, the date of receipt of the Notice of Termination or any later date permitted to be specified therein, as the case may be, (ii) if the Eligible Executive’s employment is terminated by the Company other than for Cause, or by reason of death or Disability, the Date of Termination shall be the date on which the Company notifies the Eligible Executive of such termination, or any later date permitted to be specified therein, (iii) if the Eligible Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Eligible Executive or the Disability Effective Date, as the case may be and (iv) if the Eligible Executive’s employment is terminated by the Eligible Executive, the Date of Termination shall be the date on which the Eligible Executive notifies the Company in writing of such termination or any later date permitted to be specified therein, as the case may be.
Disability. “Disability” means an individual (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than 3 months under a Company-sponsored accident or health plan.
Disability Effective Date. “Disability Effective Date” means the 90th calendar day after the Company provides written notice to the Eligible Executive of its intention to terminate the Eligible Executive’s employment on account of a Disability and provided that during such 90 calendar day period the Eligible Executive shall not have returned to full-time performance of the Eligible Executive’s duties.
Effective Date. “Effective Date” means November 6, 2019.
Eligible Executive. “Eligible Executive” means, unless otherwise determined by the Committee, Evergy’s Chief Executive Officer, Chief Financial Officer, President and Chief Operating Officer and any Vice President of Evergy appointed by the Board.



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ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
Evergy. “Evergy” means Evergy, Inc.
Notice of Termination. “Notice of Termination” means a written notice of termination which (i) indicates the general nature and basis for termination of the Eligible Executive’s employment and (ii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) calendar days after the giving of such notice), unless another date is mutually agreed upon between the Eligible Executive and the Company.
Qualifying Termination. “Qualifying Termination” means the occurrence while this Plan is in effect of an involuntary termination of an Eligible Executive’s employment with the Company without Cause and other than as a result of the Eligible Executive’s death or Disability. Notwithstanding the foregoing, an Eligible Executive does not experience a Qualifying Termination if the Eligible Executive is a party to a CIC Agreement and his or her termination of employment is covered by the operative provisions of that CIC Agreement (i.e., the Eligible Executive’s termination of employment occurs during either the “Pre-CIC Protected Period” or the “Post-Effective Period” as those terms are defined in the CIC Agreement). Notwithstanding the foregoing, a “Qualifying Termination” does not occur when an Eligible Executive’s employment with the Company is terminated solely as a result of or in connection with a sale or other divestiture by Evergy of a division, subsidiary or other business segment (including, without limitation, by sale of shares of stock or of assets) pursuant to which the Eligible Executive’s employer ceases to be the Company.
Severance Benefits. “Severance Benefits” means the benefits described in Sections 3(a)(ii), 3(a)(iii), 3(a)(iv), and 3(b).
Specified Employee. “Specified Employee” means any employee of the Company that Evergy determines is a Specified Employee within the meaning of Section 409A of the Code. Evergy shall determine whether an employee is a Specified Employee by applying Evergy’s Specified Employee Identification Procedure effective January 1, 2009, and if no longer in effect, by applying reasonable, objectively determinable identification procedures established by the Board (or a committee thereof) from time to time in accordance with Section 409A of the Code.
Termination Date. “Termination Date” means the date on which an Eligible Executive has a “separation from service,” within the meaning of Section 409A of the Code, from the Company. An Eligible Executive’s employment shall terminate automatically upon the Eligible Executive’s death, and such date of death shall be the Eligible Executive’s Termination Date. An Eligible Executive’s employment shall terminate automatically upon the Eligible Executive’s Disability Effective Date and such automatic termination date shall be the Eligible Executive’s Termination Date.



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3.
Benefits upon a Qualifying Termination.
Subject to, and in accordance with, the terms and conditions of this Plan, an Eligible Executive who incurs a Qualifying Termination shall be entitled to receive the following:
(a)    Cash Payments.
(i)    Accrued Compensation. A cash amount equal to the sum of:
(A) the Eligible Executive’s base salary as of the Date of Termination that is accrued but not theretofore paid;
(B) any bonus earned with respect to the fiscal year of the Company immediately preceding the Qualifying Termination under a Company-sponsored annual incentive compensation plan, to the extent not theretofore paid;
(C) any accrued unpaid vacation pay; and
(ii)    Severance Compensation. A cash amount equal to the sum of:
(A) one (or two in the event the Eligible Executive is Evergy’s Chief Executive Officer) times the Eligible Executive’s current annual base salary in effect on the Date of Termination; and
(B) one (or two in the event the Eligible Executive is Evergy’s Chief Executive Officer) times the Eligible Executive’s target annual incentive award payable, pursuant to any Company-sponsored annual incentive compensation plan, to Eligible Executive by the Company with respect to the fiscal year of the Company in which the Qualifying Termination occurs.
(iii)    Pro Rata Target Incentive Award. A cash amount equal to the pro rata portion of the Eligible Executive’s target annual incentive award for the fiscal year in which the Qualifying Termination occurs, to the extent not theretofore paid. The pro rata portion of the Eligible Executive’s target annual incentive award shall be determined by multiplying the target annual incentive award for the year in which the Qualifying Termination occurs by a fraction, the numerator of which is the number of days elapsed through the Date of Termination for such year and the denominator of which is 365 or 366, as applicable.
(iv)    COBRA Severance Subsidy. A cash amount equal to twelve (12) (or twenty-four (24) if the Eligible Executive is Evergy’s Chief Executive Officer) times the Company’s monthly COBRA premium cost to cover the Eligible Executive and, if one or more of Eligible Executive’s dependents are, as of the Date of Termination, enrolled, such eligible dependents, under the Company’s health, vision and dental plans. This section shall not affect the Eligible Executive’s and his or her dependents’ right to elect COBRA coverage or any applicable state statute mandating health insurance continuation coverage.
(b)    Other Severance Benefits. The Eligible Executive is also entitled to the following additional benefits in the event of a Qualifying Termination:
(i)    Outplacement Services. The Company shall provide up to $25,000 in outplacement counseling services to the Eligible Executive through an outplacement counseling services provider



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selected by the Company, provided the Eligible Executive elects to engage such services within twelve (12) months of the Eligible Executive’s Date of Termination. Payment for such services will be paid by the Company directly to the provider. The Eligible Executive is not entitled to receive any cash value associated with this benefit if the Eligible Executive either does not timely utilize the outplacement counseling provider selected by the Company or fails to utilize the full potential benefit hereunder.
(ii)    Long-Term Incentive Award Vesting. An Eligible Executive who incurs a Qualifying Termination shall vest, if at all, in any previously granted long-term cash incentive awards and stock option, restricted stock, restricted stock unit, performance share, performance unit, or any other form of equity awards issued by the Company pursuant to a Company-approved long-term cash incentive or equity plan and held by the Eligible Executive on his or her Termination Date (each a “LTI Award”) in accordance with the following terms and conditions:
(A)    with respect to any time-vesting LTI Award (each a “Time-Vested Award”), a pro rata portion of the unvested portion of each such Time-Vested Award shall become vested upon the Eligible Executive’s Date of Termination, such pro rata portion equal to the excess of (x) the total number of shares subject to the Time-Vested Award, multiplied by a fraction, the numerator of which is the number of calendar days between the grant date of the Time-Vested Award and the Eligible Executive’s Date of Termination, and the denominator of which is the total number of calendar days between the grant date of the Time-Vested Award and the final vesting date for the Time-Vested Award, over (y) the number of shares originally subject to the Time-Vested Award and already vested as of the Date of Termination; and
(B)    with respect to any performance-vesting LTI award (each a “Performance-Vested Award”), a pro rata portion of that portion of the Performance-Vested Award that is earned based upon actual performance during the applicable performance period (but for the Eligible Executive’s termination), shall become vested, if at all, after the end of the applicable performance period during which performance is measured, such pro rata portion equal to the excess of (x) the total number of shares subject to the Performance-Vested Award that are earned based upon actual performance, multiplied by a fraction, the numerator of which is the number of calendar days between the grant date of the Performance-Vested Award and the Eligible Executive’s Date of Termination, and the denominator of which is total number of calendar days during the applicable performance period during which performance was measured, over (y) the number of shares originally subject to the Performance-Vested Award and already vested, if any, as of the Date of Termination.
4.
Payment Timing of Benefits upon a Qualifying Termination.
(a)    Subject to the terms of this Plan, and less any applicable taxes:
(i) amounts owed pursuant to Section 3(a)(i), 3(a)(iii) and Section 3(a)(iv) shall be paid in a lump sum as soon as administratively practicable (but in no event later than 90 days) after the Eligible Executive’s Date of Termination; and
(ii) amounts owed pursuant to Section 3(a)(ii) shall be paid in substantially equal installments in accordance with the Company’s regular payroll practices over a period of twelve (12) months commencing as soon as administratively practicable (but in no event later than 90 days) after the Eligible Executive’s Date of Termination.



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(b)    Notwithstanding any other provision of this Plan, if the Eligible Executive is a Specified Employee on his or her Termination Date, any portion of the severance payment under this Plan which may constitute non-exempt “nonqualified deferred compensation” subject to Code Section 409A shall be delayed until the earlier of (i) the first business day after six-months following such Termination Date, as determined by the Company for the avoidance of penalties and/or excise taxes under Code Section 409A; or (ii) the date the Eligible Executive dies following such Termination Date.
5.
Release and Adherence to Restrictive Covenants. In consideration of and as a condition precedent to receiving any of the Severance Benefits under this Plan, the Eligible Executive shall (i) execute and deliver to the Company a release of all claims in such form as requested by the Company not later than twenty-two (22) calendar days following the Eligible Executive’s Date of Termination (or any such longer period if required by applicable law and communicated to the Eligible Executive), (ii) not revoke the release during the seven (7) calendar day period following the date that the Eligible Executive executed the release (or any such longer period if required by applicable law and communicated to the Eligible Executive), and (iii) adhere to and remain in compliance with the restrictive covenants set forth in Appendix A, each of which may apply for a period of time after the termination of the Eligible Executive’s employment as described therein. For the avoidance of doubt, the Company is not required to provide any of the Severance Benefits under this Plan unless and until the Eligible Executive complies with the release execution and release nonrevocation requirements in the Plan.
6.
Administration/Amendment/Termination.
(a)Administrator. The Administrator has the sole discretionary authority to construe and interpret this Plan and to make any and all determinations related to administration of this Plan, including all questions of eligibility for participation and benefits, to the maximum extent permitted by law. The decisions, actions and interpretations of the Administrator are final and binding on all parties.
(b)Amendment and Termination. The Administrator expressly reserves the right to amend or terminate this Plan, in whole or in part, at any time and in any way; provided, however, no amendment that materially reduces an Eligible Executive’s rights or potential benefits under this Plan nor any termination of this Plan may become effective with respect to an Eligible Executive before the 90th calendar day after such amendment or termination is approved by the Administrator, unless such amendment or termination is consented to in writing by the Eligible Executive then participating in this Plan.
7.
Claims for Benefits. Benefits under this Plan in connection with a Qualifying Termination and eligible to be paid will normally commence without any requirement that an Eligible Executive make a special claim for benefits. In the event of any dispute as to whether benefits under this Plan are owed, or the amount of any such benefits, such dispute must be resolved through the Eligible Executive making a claim for such benefits and resolution occurring in accordance with the Claims Procedures set forth in Appendix B.
8.
Mandatory Arbitration.
(a)If the Company elects to terminate an Eligible Executive’s employment for Cause, the Company shall not be obligated to provide any Severance Benefits under this Plan. If there shall be any dispute or contest between the Company and an Eligible Executive as to whether such termination was for Cause, or in the event of any dispute, claim, question or disagreement arising



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from or relating to this Plan, then the resolution of such dispute or contest shall be finally determined by arbitration, which may be initiated by either the Company or the Eligible Executive, pursuant to the Federal Arbitration Act in accordance with the rules then in force of the American Arbitration Association. The arbitration proceedings shall take place in Kansas City, Missouri or such other location as the parties in dispute hereafter may agree upon; and such proceedings will be conducted in the English language and shall be governed by the laws of the State of Missouri as such laws are applied to agreements between residents of the State entered into and to be performed entirely within the State. There shall be one arbitrator, as shall be agreed upon by the parties in dispute. In the absence of such agreement, each party in dispute shall select one arbitrator and the arbitrators so selected shall select a third arbitrator. In the event the arbitrators cannot agree upon the selection of a third arbitrator, such third arbitrator shall be appointed by the American Arbitration Association at the request of any of the parties in dispute. The arbitrator or arbitrators shall be individual(s) skilled in the legal and business aspects of the subject matter of this Plan and of the dispute. The decision rendered by the arbitrator or arbitrators shall be accompanied by a written opinion in support thereof. Such decision shall be final and binding upon the parties in dispute without right of appeal, it being the intent of the parties that such decision, and, irrespective of any contrary provision of the laws of the State respecting rights of appeal, such decision may not be appealed.
(b)If the final and binding decision of the arbitrator(s) is in favor of the Eligible Executive, then the Eligible Executive shall receive all payments and benefits contemplated by this Plan, plus interest on any delayed payment or benefit at one hundred twenty percent (120%) of the Federal Short-Term Rate under Section 1274(d) of the Code. In no event may the arbitrator or arbitrators award any consequential, punitive, special or other damages of any kind. Notwithstanding the foregoing, nothing in this Plan is intended to, or shall be construed as, affecting the rights and obligations of the Eligible Executive and the Company to submit any dispute (other than such disputes contemplated by, and resolved in accordance with, this Plan ) to the appropriate dispute resolution process in accordance with any applicable dispute resolution plan intended to provide a procedural mechanism, whether exclusive or non-exclusive, for the resolution of any and all disputes between the Company and its present or former employees.
(c)Nothing in this Plan shall preclude the Eligible Executive from filing a charge of discrimination, or participating in an investigation, with the Equal Employment Opportunity Commission or comparable agency. However, the Eligible Executive shall not and will not seek or accept any personal benefit from the Company, whether in monetary or other form, as part of or related to any proceeding initiated by any other person, agency or other governmental body of the United States or any other jurisdiction.
9.
Miscellaneous Provisions.
(a)Waiver. The failure of the Company to enforce at any time any of the provisions of this Plan, or to require at any time performance of any of the provisions of this Plan, shall in no way be construed to be a waiver of these provisions, nor in any way to affect the validity of this Plan or any part thereof, or the right of the Company thereafter to enforce every provision.
(b)Benefits Not Transferable. Except as may be required by law, no benefit eligible to be payable under this Plan to any Eligible Executive shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to alienate, sell, transfer, assign, pledge, encumber or charge all or any part of the benefit shall be void; provided, however, that if a terminated Eligible Executive dies before the end of the period over which such Eligible Executive is entitled to receive Severance Benefits under this Plan, the



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Severance Benefits payable hereunder shall be paid to the estate of such Eligible Executive or to the person who acquired the rights to such benefits by bequest or inheritance (the “Beneficiary”), provided such Beneficiary satisfies the release requirements in this Plan. Except as may be provided by law, no benefit shall in any manner be subject to the debts, contracts, liabilities, engagements or torts of any Eligible Executive, nor shall it be subject to attachment or legal process for, or against, the Eligible Executive and the same shall not be recognized under this Plan.
(c)Successors of the Company. This Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
(d)No Contract of Employment. The definitions and criteria set forth herein are solely for the purpose of defining Plan eligibility and benefits. No legal rights to employment are created or implied by this Plan, nor are any conditions or restrictions hereby placed on termination of employment. Unless the employee has a written employment agreement binding on the Company that provides otherwise, employment with the Company is “at will.” As such, termination of employment may be initiated by the Eligible Executive or by the Company at any time for any reason that is not unlawful, with or without Cause.
(e)Governing Law. To the extent not pre-empted by federal law, this Plan shall be construed, administered and governed in accordance with and governed by the laws of the State of Missouri, without regard to any conflict of law principles. Subject to the mandatory arbitration provisions of this Plan and Appendix B, any action concerning this Plan shall be brought in a court of competent jurisdiction in Jackson County, Missouri, and each party consents to the venue and jurisdiction of such court.
(f)Entire Plan. This Plan constitutes the Company’s entire plan for Eligible Executives who experience a Qualifying Termination and supersedes any and all previous representations, understandings and plans with respect to the same subject matter.
(g)Severability and Interpretation. Whenever possible, each provision of this Plan and any portion hereof shall be interpreted in such a manner as to be effective and valid under applicable law, rules and regulations. If any covenant or other provision of this Plan (or portion thereof) shall be held to be invalid, illegal or incapable of being enforced, by reason of any rule of law, rule, regulation, administrative order, judicial decision or public policy, all other conditions and provisions of this Plan shall, nevertheless, remain in full force and effect, and no covenant or provision shall be deemed dependent upon any other covenant or provision (or portion) unless so expressed herein. The court or other body making such determination shall, to the extent necessary to avoid any unenforceability, so reform such covenant or other provision or portion of this Plan to the minimum extent necessary so as to render the same enforceable in accordance with the intent herein expressed.
(h)No Mitigation Required. The Eligible Executive shall not be required to seek other employment, and the amount of any payment or benefit provided for under this Plan will not be reduced by any compensation earned by the Eligible Executive as the result of employment by another employer after the date of termination, or otherwise.



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(i)Prohibition of Payments by Regulatory Agencies. Notwithstanding anything to the contrary contained in this Plan, the Company shall not be obligated to make any payment to an Eligible Executive under this Plan if the payment would violate any rule, regulation or order of any regulatory agency having jurisdiction over the Company.
(j)Validity. If any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.
(k)Captions and Titles. Captions and titles have been used in this Plan only for convenience, and in no way define, limit or describe the meaning of this Plan or any part thereof.
(l)Section 409A Savings Clause. This Plan is intended to comply with the provisions of Section 409A of the Code, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements and in-kind distributions, and shall be administered and interpreted in accordance with such intent. Without limiting the generality of the foregoing, any term or provision that is determined by the Administrator to have an ambiguous definition shall be interpreted, to the extent reasonable, to comply with Section 409A of the Code. Any reference in this Plan to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A of the Code. Each payment (including each installment payment) under this Plan shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may an Eligible Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan. All reimbursements and in-kind benefits, including any taxable health, dental and vision benefits provided under this Plan that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Plan be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Eligible Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. Section 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Eligible Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the end of the third year following the year in which the Eligible Executive’s Termination Date occurred.
(m)Clawback. Notwithstanding any other provisions of this Plan, any benefits paid or provided under this Plan that is subject to recovery under any law, government regulation or Company policy will be subject to deduction and clawback as may be required by any such law, regulation or policy. In addition, if the Company becomes aware, after the Eligible Executive’s Termination Date, of conduct on the part of the Eligible Executive while employed that would be grounds for a termination of employment for Cause, or the Eligible Executive violates the terms and conditions of this Plan, then the Committee may (i) cause the Company to terminate providing Severance Benefits under this Plan and/or (ii) recoup from Eligible Executive any amount, or the value of any Severance Benefit, that was paid or provided to the Eligible Executive under this Plan or any other Company compensatory arrangement in which Eligible Executive participates, as permitted by law.



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(n)Nonduplication of Benefits. Notwithstanding anything in this Plan to the contrary, an Eligible Executive is only entitled to the benefits of this Plan, if at all, if the Eligible Executive is not also receiving or making a claim for benefits under the Eligible Executive’s CIC Agreement. In the event that the Eligible Executive is also eligible to receive benefits under any other Company-sponsored severance policy, plan or program, the benefits of this Plan shall be the only benefits available to the Eligible Executive, and the Eligible Executive shall not be entitled to benefits under any other severance policy, plan or program. No duplication of benefits is intended or allowed.
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APPENDIX A
RESTRICTIVE COVENANTS UNDER THE EVERGY, INC. EXECUTIVE SEVERANCE PLAN
Subject to the conditions and limitations of this Plan, an Eligible Executive who experiences a Qualifying Termination shall be entitled to receive Severance Benefits under this Plan only if the Eligible Executive executes a release agreement and waiver of claims provided by the Company. The Eligible Executive will also be subject to the restrictive covenants set forth below. All capitalized terms used herein and not otherwise defined shall have the definitions ascribed to them in this Plan.
A.1.    Nondisclosure of Confidential Information. Each Eligible Executive shall hold in confidence for the benefit of the Company all Confidential Information. By receiving Severance Benefits under this Plan, each Eligible Executive agrees that Eligible Executive will not disclose any Confidential Information to any person or entity other than the Company and those designated by it, either during or subsequent to the Eligible Executive’s employment by the Company, nor will the Eligible Executive use any Confidential Information, except (i) in the regular course of the Eligible Executive’s employment by the Company, without the prior written consent of the Company or (ii) as may otherwise be required by law or legal process.
A.2.    Actions Upon Termination; Assistance with Claims. Upon the Eligible Executive’s employment termination for whatever reason, the Eligible Executive shall neither take or copy nor allow a third party to take or copy, and shall deliver to the Company all property of the Company, including, but not limited to, all Confidential Information regardless of the medium (i.e., hard copy, computer disk, CD ROM, USB flash drive, email, external hard drive) on which the information is contained. During and after the Eligible Executive’s employment by the Company, the Eligible Executive will provide reasonable assistance to the Company in the defense of any claims or potential claims that may be made or threatened to be made against the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (“Proceeding”) and will provide reasonable assistance to the Company in the prosecution of any claims that may be made by the Company in any Proceeding, to the extent that such claims may relate to the Eligible Executive’s employment by the Company. For the avoidance of doubt, reasonable assistance would not include the Eligible Executive being required to provide information that could reasonably result in criminal or civil charges or penalties being assessed or imposed against Executive in his or her individual capacity. Executive shall, unless precluded by law, promptly inform the Company if the Eligible Executive is asked to participate (or otherwise become involved) in any Proceeding involving such claims or potential claims. The Eligible Executive also shall, unless precluded by law, promptly inform the Company if the Eligible Executive is asked to assist in any investigation (whether governmental or private) of the Company (or its actions), regardless of whether a lawsuit has then been filed against the Company with respect to such investigation.
A.3.    Limitations on Confidentiality and Nondisclosure. Notwithstanding any other provision in this Plan to the contrary, nothing in this Appendix A or this Plan prohibits an Eligible Executive from (i) reporting possible violations of federal or state law or regulation to any government agency or entity, including the EEOC, DOL, Department of Justice, Securities and Exchange Commission, Department of Defense, Congress and any agency Inspector General (“Governmental Agencies”), (ii) communicating with any Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by any Governmental Agency, including providing documents or other information, without notice to the Company, or (iii) making other disclosures that are protected under the whistleblower provisions of applicable law. An Eligible Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made in confidence to a federal, state or local government official, either directly or indirectly, or to any attorney, and is made solely for the purpose of reporting or investigating a suspected violation of law or (y) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for


retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
A.4.    Nonsolicitation of Employees. During the Eligible Executive’s employment and for a period of twelve (12) months thereafter, the Eligible Executive shall not, without the consent of the Company, directly or indirectly solicit any current employee of the Company, to leave such employment and join or become affiliated with any business that is in direct competition with the business conducted by the Company within the Geographic Area.
A.5.    Non-disparagement. The Eligible Executive shall refrain from making any statements about the Company or its officers or directors that would disparage, or reflect unfavorably upon the image or reputation of the Company or any such officer or director.
A.6.    Irreparable Harm; Remedies. Each Eligible Executive acknowledges that: (i) the Eligible Executive’s compliance with this Appendix A is necessary to preserve and protect the Confidential Information, and the goodwill of the Company as going concerns; (ii) any failure by the Eligible Executive to comply with the provisions of this Appendix A may result in irreparable and continuing injury for which there may be no adequate remedy at law; and (iii) in the event that the Eligible Executive should fail to comply with the terms and conditions of this Appendix A, the Company shall be entitled, in addition to such other relief as may be proper, to seek all types of equitable relief (including, but not limited to, the issuance of an injunction and/or temporary restraining order) as may be necessary to cause the Eligible Executive to comply with this Appendix A, to restore to the Company its property, and to make the Company whole.
A.7.    Unenforceability. If any provision(s) of this Appendix A or this Plan shall be found invalid or unenforceable, in whole or in part, then such provision(s) shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Appendix A or this Plan, as the case may require, and this Appendix A and this Plan shall be construed and enforced to the maximum extent permitted by law, as if such provision(s) had been originally incorporated herein as so modified or restricted, or as if such provision(s) had not been originally incorporated herein, as the case may be.
A.8.    Company’s Right to Notify Subsequent Employers. The Company may do all necessary things, and take all necessary action, in the Company’s discretion, to protect its rights under this Plan, including, without limitation, notifying any subsequent employer, partner or business associate of the Eligible Executive of the existence of (and furnishing to any such person) the provisions of this Appendix A.
A.9.    Other Agreements. The Eligible Executive hereby represents that the Eligible Executive’s employment with the Company will not breach the terms of any agreement with any previous employer or other third party including, without limitation, any requirement to refrain from directly or indirectly competing with the business or soliciting the customers of such previous employer or any other party. The Eligible Executive further represents that the Eligible Executive’s performance as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by the Eligible Executive in confidence or in trust before the Eligible Executive’s employment with Company. The Eligible Executive agrees not to disclose to the Company or induce the Company to use any confidential proprietary information or material belonging to any previous employers or others.


APPENDIX B
CLAIMS PROCEDURES
A request for a Plan benefit shall be filed with the Chairperson of the Committee or his or her designee, on a form prescribed by the Committee. Such a request, hereinafter referred to as a “claim,” will be deemed filed when the executed claim form is received by the Chairperson of the Committee or his or her designee.
The Chairperson of the Committee or his or her designee shall decide such a claim within a reasonable time after it is received. If a claim is wholly or partially denied, the claimant will be furnished a written notice setting forth, in a manner calculated to be understood by the claimant:
(a)
The specific reason or reasons for the denial;
(b)
A specific reference to pertinent Plan provisions on which the denial is based;
(c)
A description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation of why such material or information is necessary; and
(d)
Appropriate information as to the steps to be taken if the claimant wishes to appeal his or her claim, including the period in which the appeal must be filed and the period in which it will be decided.
 
The notice will be furnished to the claimant within 90 calendar days after receipt of the claim by the Chairperson of the Committee or his or her designee, unless special circumstances require an extension of time for processing the claim. No extension will be for more than 90 calendar days after the end of the initial 90-calendar day period. If an extension of time for processing is required, written notice of the extension will be furnished to the claimant before the end of the initial 90-calendar day period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which a final decision will be rendered.
If a claim is denied, in whole or in part, the claimant may appeal the denial to the full Committee, upon written notice to the Chairperson thereof. The claimant may review documents pertinent to the appeal and may submit issues and comments in writing to the Committee. No appeal will be considered unless it is received by the Committee within 90 calendar days after receipt by the claimant of written notification of denial of the claim. The Committee shall decide the appeal within 60 calendar days after it is received. However, if special circumstances require an extension of time for processing, a decision will be rendered as soon as possible, but not later than 120 calendar days after the appeal is received. If such an extension of time for deciding the appeal is required, written notice of the extension shall be furnished to the claimant before the commencement of the extension. The Committee’s decision will be in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions upon which the decision is based.    




EVERGY, INC. EXECUTIVE SEVERANCE PLAN

ACKNOWLEDGMENT AND ACCEPTANCE OF
THE TERMS AND CONDITIONS OF THE PLAN

Evergy, Inc. (“Evergy”) has established the Evergy, Inc. Executive Severance Plan (the “Plan”). The Plan provides severance payments and benefits to certain eligible executives in the event of a Qualifying Termination (as defined in the Plan). You are eligible to participate in the Plan.

By the signatures below of the representative of Evergy and the Eligible Executive named herein, the Company (as defined in the Plan) and the Eligible Executive agree that the Company hereby designates the Eligible Executive as eligible to participate in the Plan, and the Eligible Executive hereby acknowledges and accepts such participation, subject to the terms and conditions of the Plan, and agrees to the terms of the Plan, which is attached hereto and made a part hereof.

Name of Eligible Executive: «FirstName» «LastName»
Date of Eligibility and Participation: «Date»

At Will Employment. Nothing in this Acknowledgment and Acceptance or in the Plan confers upon the Eligible Executive any right to continue in employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Eligible Executive, which rights are hereby expressly reserved by each, terminate the Eligible Executive’s employment at any time for any reason.

Amendment and Termination of Plan. The Company reserves the right, on a case-by-case basis or on a general basis, to amend or terminate the Plan in accordance with the terms of the Plan. No amendment or termination shall eliminate or reduce any benefit with respect to any Eligible Executive who experiences a Qualifying Termination that occurs on or before such amendment or termination becomes effective.

Nonduplication of Benefits under Change in Control Agreement. The Eligible Executive agrees that the Eligible Executive is only entitled to the benefits of this Plan, if at all, if the Eligible Executive is not also receiving or making a claim for benefits under the Eligible Executive’s CIC Agreement. In the event that the Eligible Executive is also eligible to receive benefits under any other Company-sponsored severance policy, plan or program, the Eligible Executive agrees that the benefits of this Plan shall be the only benefits available to the Eligible Executive, and the Eligible Executive shall not be entitled to benefits under any other severance policy, plan or program. No duplication of benefits is intended or allowed.



Eligible Executive:
 
Evergy, Inc.
By:________________________
 
By:____________________
Name:_____________________
 
Name:__________________
 
 
Title:___________________


Attachment:
Evergy, Inc. Executive Severance Plan


Exhibit


Exhibit 31.1
CERTIFICATIONS

I, Terry Bassham, certify that:

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

Date:
November 6, 2019
/s/ Terry Bassham
 
 
Terry Bassham
President and Chief Executive Officer



Exhibit


Exhibit 31.2
CERTIFICATIONS

I, Anthony D. Somma, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Evergy, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:
November 6, 2019
/s/Anthony D. Somma
 
 
Anthony D. Somma
Executive Vice President and
Chief Financial Officer




Exhibit


Exhibit 31.3
CERTIFICATIONS

I, Terry Bassham, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Evergy Metro, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:
November 6, 2019
/s/ Terry Bassham
 
 
 
Terry Bassham
President and Chief Executive Officer





Exhibit


Exhibit 31.4
CERTIFICATIONS

I, Anthony D. Somma, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Evergy Metro, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:
November 6, 2019
/s/ Anthony D. Somma
 
 
Anthony D. Somma
Executive Vice President and
Chief Financial Officer



Exhibit


Exhibit 31.5
CERTIFICATIONS

I, Terry Bassham, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Evergy Kansas Central, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:
November 6, 2019
/s/ Terry Bassham
 
 
 
Terry Bassham
President and Chief Executive Officer



Exhibit


Exhibit 31.6
CERTIFICATIONS

I, Anthony D. Somma, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Evergy Kansas Central, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:
November 6, 2019
/s/ Anthony D. Somma
 
 
Anthony D. Somma
Executive Vice President and
Chief Financial Officer



Exhibit


Exhibit 32.1


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


In connection with the Quarterly Report on Form 10-Q of Evergy, Inc. (the "Company") for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Terry Bassham, as President and Chief Executive Officer of the Company, and Anthony D. Somma, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


 
/s/ Terry Bassham
Name:
Title:
Terry Bassham
President and Chief Executive Officer
Date:
November 6, 2019
 
 
 
/s/Anthony D. Somma
Name:
Title:
Anthony D. Somma
Executive Vice President and Chief Financial Officer
Date:
November 6, 2019




Exhibit


Exhibit 32.2


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


In connection with the Quarterly Report on Form 10-Q of Evergy Metro, Inc. (the "Company") for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Terry Bassham, as President and Chief Executive Officer of the Company, and Anthony D. Somma, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


 
/s/ Terry Bassham
Name:
Title:
Terry Bassham
President and Chief Executive Officer
Date:
November 6, 2019
 
 
 
/s/ Anthony D. Somma
Name:
Title:
Anthony D. Somma
Executive Vice President and Chief Financial Officer
Date:
November 6, 2019




Exhibit


Exhibit 32.3


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


In connection with the Quarterly Report on Form 10-Q of Evergy Kansas Central, Inc. (the "Company") for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Terry Bassham, as President and Chief Executive Officer of the Company, and Anthony D. Somma, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


 
/s/ Terry Bassham
Name:
Title:
Terry Bassham
President and Chief Executive Officer
Date:
November 6, 2019
 
 
 
/s/ Anthony D. Somma
Name:
Title:
Anthony D. Somma
Executive Vice President and Chief Financial Officer
Date:
November 6, 2019