UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

or

  

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _______to_______

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's proposed acquisition ofEnergy Incorporated (Great Plains Energy) and Westar Energy Inc. (Westar),that resulted in the outcomecreation of regulatory proceedings,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, Great Plains Energy and KCP&Lthe 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 in regional, national and international markets and their effectsany related impact on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry Great Plains Energy and KCP&L;the Evergy Companies; changes in business strategy operations or development plans;operations; the outcomeimpact of contract negotiations for goods and services; effects of current or proposedunpredictable federal, state and federallocal political, legislative, judicial and regulatory actions or developments, including but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates the Companiesthat Westar Energy and KCP&L (or other regulated subsidiaries of Evergy) can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices, or the interpretations thereof, governing tax, accounting and environmental matters, including but not limited to, air and water quality;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 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 but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts, including but not limited to, cyber terrorism; ability to carry out marketing and sales plans; weather conditions, including but not limited to, weather-related damage and their effectsthe impact on sales, prices and costs; cost, availability, quality and deliverabilitytimely 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 in the anticipated in-service dates and cost increases of generation, transmission, distribution or other projects; Great Plains Energy'sthe Evergy Companies' ability to successfully manage itstheir transmission and distribution development plans and transmission joint ventures or to integrate or restructure the transmission joint ventures of Westar;ventures; the inherent risks associated with the ownership and operation of a nuclear facility, including but not limited to, environmental, health, safety, regulatory and financial risks; workforce risks, including but not limited to, increased costs of retirement, health care and other benefits; the ability of Great Plains Energy to obtain the regulatory approvals necessary to complete the anticipated acquisition of Westar and the terms of those approvals; the risk that a condition to the closing of the anticipated acquisition of Westar or the committed debt or equity financing may not be satisfied or that the anticipated acquisition may fail to close; the failure to obtain, or to obtain on favorable terms, any financings necessary to complete or permanently finance the anticipated acquisition of Westar and the costs of such financing; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated acquisition of Westar; the costs incurred to consummate the anticipated acquisition of Westar; the possibility that the expected value creation from the anticipated acquisition of Westarmerger will not be realized, or will not be realized within the expected time period; difficulties related to the credit ratingsintegration of Great Plains Energy following the anticipated acquisition of Westar;two companies; disruption from the anticipated acquisition of Westarmerger making it

This list of factors is not all-inclusive because it is not possible to predict all factors. Part I, Item 1A, Risk Factors included in this report should be carefully read for further understanding of potential risks for each of Great Plains Energy and KCP&L.the Evergy Companies. Other sections of this report and other periodic reports filed by each of Great Plains Energy and KCP&Lthe 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. Great Plains Energy and KCP&LThe 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.

GLOSSARY OF TERMS 

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

Great PlainsEvergy, Inc., Westar Energy, IncorporatedInc. and Kansas City Power & Light Company are separate registrants filing this combined annual report on Form 10-K. The terms "Great Plains"Evergy," "Westar Energy," "Company," "KCP&L" and "Companies""Evergy Companies" are used throughout this report. "Great Plains"Evergy" refers to Evergy, Inc. and its consolidated subsidiaries, unless otherwise indicated. "Westar Energy" and the "Company" referrefers to Great PlainsWestar Energy, IncorporatedInc. and its consolidated subsidiaries, unless otherwise indicated. "KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies"subsidiaries, unless otherwise indicated. "Evergy Companies" refers to Great PlainsEvergy, Westar Energy, Incorporated and its consolidated subsidiaries and KCP&L, and itscollectively, which are individual registrants within the Evergy consolidated subsidiaries.group.

Information in other Items of this report as to which reference is made in this Item 1 is hereby incorporated by reference in this Item 1. The use of terms such as "see" or "refer to" shall be deemed to incorporate into this Item 1 the information to which such reference is made.

Great Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in Kansas City, Missouri,Evergy is a public utility holding company incorporated in 2017 and does not own or operate any significant assets other thanheadquartered in Kansas City, Missouri. Evergy operates primarily through the stock of its subsidiaries and cash and cash equivalents and a time deposit to be used to fund a portion of the cash consideration for the anticipated acquisition of following wholly-owned direct subsidiaries:

Westar Energy also owns a 50% interest in Prairie Wind Transmission, LLC (Prairie Wind), which is focused on the developmenta joint venture between Westar Energy and affiliates of competitive electricAEP and Berkshire Hathaway Energy Company. Prairie Wind owns a 108-mile, 345 kV double-circuit transmission projects.

Evergy assesses financial performance and into Westar, with Westar continuing as the surviving corporation. Upon closing, pursuant to the Merger Agreement, Great Plains Energy will acquire Westar for (i) $51.00allocates resources on a consolidated basis (i.e., operates in cash and (ii) a number, rounded to the nearest 1/10,000 of a share, of shares of Great Plains Energy common stock, equal to an exchange ratio that may vary between 0.2709 and 0.3148, based upon the volume-weighted average price per share of Great Plains Energy common stock during a 20 consecutive full trading day period ending on (and including) the third trading day immediately prior to the closing date of the merger, for each share of Westar common stock issued and outstanding immediately prior to the effective time of the merger, with Westar becoming a wholly owned subsidiary of Great Plains Energy. See Note 2 to the consolidated financial statements for additional information concerning the anticipated acquisition of Westar.

The table below summarizes the percentage of Evergy's revenues were 100%by customer classification.

Westar Energy was determined to be the accounting acquirer in the merger and thus, the predecessor of Evergy. Therefore, Evergy's consolidated financial statements reflect the results of operations of Westar Energy for 2017 and 2016 and the financial position of Westar Energy as of December 31, 2017. The results of Great Plains Energy's revenues overdirect subsidiaries have been included in Evergy's results of operations from the last three years. Electric utility's net income accounteddate of the closing of the merger and thereafter.

See Note 2 to the consolidated financial statements for approximately 101%, 105% and 100% of Great Plains Energy's net income in 2016, 2015 and 2014, respectively.more information regarding the merger.

Westar Energy and KCP&L&L's Kansas operations are regulated by the State Corporation Commission of the State of Kansas (KCC) and KCP&L's Missouri operations and GMO are regulated by the Public Service Commission of the State of Missouri (MPSC) and KCP&L is also regulated by The State Corporation Commission of the State of Kansas (KCC), in each case with respect to retail rates, certain accounting matters, standards of service and, in certain cases, the issuance of securities, certification of facilities and service territories. KCP&L and GMOThe Evergy

Companies are also subject to regulation by The Federal Energy Regulatory Commission (FERC) with respect to transmission, wholesale sales and rates, and other matters. KCP&LEvergy has a 47%94% ownership interest in Wolf Creek Generating Station (Wolf Creek), which is subject to regulation by the Nuclear Regulatory Commission (NRC) with respect to licensing, operations and safety-related requirements.

The table below summarizes the rate orders in effect for Westar Energy's, KCP&L's and GMO's retail rate jurisdictions.

MissouriEvergy expects its Kansas and KansasMissouri jurisdictional retail revenues averagedto be approximately 70%60% and 30%40%, respectively, based on historical averages of electric utility's totalWestar Energy's, KCP&L's and GMO's retail revenues over the last three years.revenues.

See Item 7 MD&A, Critical Accounting Policies section, and Note 65 to the consolidated financial statements for additional information concerning regulatory matters.

Missouri and Kansas continue to operate on the fully integrated and regulated retail utility model. As a result, electric utility doesthe Evergy Companies do not compete with others to supply and deliver electricity in itstheir franchised service territory, although other sourcesterritories in exchange for agreeing to have their terms of energy can provide alternatives to retail electric utility customers.service regulated by state regulatory bodies. If Missouri or Kansas were to pass and implement legislation authorizing or mandating retail choice, electric utilityEvergy may no longer be able to apply regulated utility accounting principles to deregulated portions of its operations andwhich may be requiredrequire a surcharge to recover certain costs from legacy customers or could lead to a write off of certain regulatory assets and liabilities.

Electric utilityEvergy competes in the wholesale market to sell power in circumstances when the power it generates is not required for retail customers in its service territory. This competition primarily occurs within the SPP Integrated Marketplace, in which Westar Energy, KCP&L and GMO are participants. Similar to other Regional Transmission Organization (RTO) or Independent System Operator (ISO) markets currently operating, thisThis marketplace determines which generating units among market participants should run, within the operating constraints of a unit, at any given time for maximum regional cost-effectiveness.

Evergy's total capacity by fuel type, including both owned generating capacity and purchased power purchase agreements, is detailed in the table below.

Electric utility'sEvergy's projected peak summer demand for 20172019 is approximately 5,80010,350 MWs. Electric utilityEvergy expects to meet its projected capacity requirements for the foreseeable future with its existing generation assets and power and capacity purchases.

Westar Energy, KCP&L and GMO are members of the SPP. The SPP is ana FERC-approved RTO mandated by FERCwith the responsibility to ensure reliable power supply, of power, adequate transmission infrastructure and competitive wholesale electricity prices of electricity.in the region. As SPP members, of the SPP,Westar Energy, KCP&L and GMO are required to maintain a capacityminimum reserve margin of at least 12%. This net positive supply of capacity and energy is maintained through their generation assets,asset ownership, capacity agreements, power purchase agreements and peak demand reduction programs. The capacityreserve margin is designed to ensure thesupport reliability of the region's electric energy in the SPP region in the event of operational failure of power generating units utilized by the members of the SPP.

The principal fuel sources for electric utility'sEvergy's owned generation and purchased power agreements are coal, wind and nuclear fuel. It is expected, with normal weather, that approximately 97% of 2017 owned generation will come from theseother renewable sources, with the remainder provided by wind,uranium and natural gas and oil. The actual 2016 and estimated 20172018 fuel mix and deliveredfuel cost in cents per net kilowatt hour (kWh) generateddelivered are outlined in the following table.table and include full-year 2018 amounts for Westar Energy, KCP&L and GMO.

See Note 1514 to the consolidated financial statements for information regarding environmental matters.

At December 31, 2016, Great Plains Energy and KCP&L2018, the Evergy Companies had 2,8654,832 employees, including 1,7502,652 represented by threefive local unions of the International Brotherhood of Electrical Workers (IBEW). Evergy also has a 94% ownership share in Wolf Creek, which has 889 employees, including 495 represented by a local union of the IBEW and a local union of the United Government Security Officers of America (UGSOA). Westar Energy has labor agreements with IBEW Locals 304 and 1523 (expires June 30, 2021). KCP&L has labor agreements with IBEW Local 1613, representing clerical employees (expires March 31, 2018)2021), with IBEW Local 1464, representing transmission and distribution workers (expires January 31, 2018)2021), and with IBEW Local 412, representing power plant workers (expires February 28, 2018)2021). Wolf Creek has labor agreements with IBEW Local 225 (expires September 20, 2021) and UGSOA Local 252 (expires July 31, 2020).

All of the individuals in the following table have been officers or employees in the responsible positions with the Company notedSet forth below for the past five years unless otherwise indicated in the footnotes.  The executive officers were reappointedis information relating to the indicated positions by the respective boards of directors, effective January 1, 2017, to hold such positions until their resignation, removal or the appointment of their successors. There are no family relationships between any of the executive officers nor any arrangement or understanding between any executive officer and any other person involved in officer selection.of Evergy, Inc. Each executive officer holds the same position with GMOeach of Westar Energy, Inc., Kansas City Power & Light Company, Kansas Gas and Electric Company and KCP&L Greater Missouri Operations Company as he or she does with KCP&L.Evergy, Inc. Executive officers serve at the pleasure of the board of directors. There are no family relationships among any of the executive officers, nor any arrangements or understandings between any executive officer and other persons pursuant to which he or she was appointed as an executive officer.

ITEM 1A. RISK FACTORS

The outcome of retail rate proceedings could have a material impact onprices that the business and is largely outside the Companies' control.

The utility rate-setting principle generally applicableIn general, utilities are allowed to KCP&L and GMO is that rates should providerecover costs (including a reasonable opportunity to recover expenses and investmentsreturn on invested capital) that were prudently incurred to provide utility service plus a reasonable return onservice.  There can be no assurance, however, that regulators will determine such investments.  Various expenses incurred by KCP&L and GMOcosts to have been excluded from ratesprudently incurred. Further, the amounts approved by the MPSC and KCC in past rate cases as not being prudently incurred or not providing utility customer benefit, and there is a risk that certain expenses incurred in the futureregulators may not be recovered in rates. Third-parties often intervene insufficient to allow for a recovery of costs or provide for an adequate return on and of capital investments. Also, amounts that were approved by regulators may be modified, limited or eliminated by regulatory or legislative actions. Any decisions made by these regulators could have a material adverse effect on the utilities' rate casesresults of operations, financial condition and argue that certain costs have not been prudently incurred or are otherwise not recoverable in rates.  The MPSCcash flows of Evergy and KCC also have in the past and may in the future exclude from rates all or a portion of investments in various facilities as not being prudently incurred or not being useful in providingits utility service.  

The Evergy Companies are also exposed to cost-recovery shortfalls due to the inherent "regulatory lag" in the rate-setting process, especially during periods of significant cost inflation or declining retail usage, as KCP&L's and GMO'sprocess. This is because utility rates are generally based on historical information and, except for certain situations where regulators allow for recovery of expenses through use of a formula that tracks costs, are not subject to adjustment between rate cases, other than principallycases. In connection with the merger, Westar Energy and KCP&L agreed to a five-year base rate moratorium in Kansas beginning in December 2018. See Note 2 to the consolidated financial statements for fuel, purchased power, transmissionadditional information. In addition, effective as of January 1, 2019, KCP&L and property taxesGMO elected into plant-in service accounting (PISA), which, by law, requires each company to keep base rates constant for three years following KCP&L in Kansas; fuel, purchased power, certain transmission costs&L's and demand-side investmentsGMO's last general rate case. See Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations, Executive Summary for KCP&L in Missouri; and fuel, purchased power, certain transmission costs, demand-side investments and renewable energy (solar rebates) for GMO.additional information on PISA. These and other factors may result in under-recovery of costs or failure to earn the authorized return on investment, or both.

Failure to timely recover the full investment costs of capital projects, the impact of renewable energy and energy efficiency programs, other utility costs and expenses due to regulatory disallowances, regulatory lag or other factors

could lead to lowered credit ratings, reduced access to capital markets, increased financing costs, lower flexibility due to constrained financial resources and increased collateral security requirements or reductions or delays in planned capital expenditures.  In response to competitive, economic, political, legislative, public perception (including, but not limited to, the Companies' environmental reputation) and regulatory pressures, the CompaniesEvergy and its utility subsidiaries may be subject to rate moratoriums, rate refunds, limits on rate increases, lower allowed returns on investments or rate reductions, including phase-in plans designed to spread the impact of rate increases over an extended period of time for the benefit of customers. Any of these results could have a material adverse effect on the results of operations, financial condition and cash flows of the Evergy Companies.

Regulatory requirements regarding utility operations may increase costs and may expose the Evergy Companies to compliance penalties or adverse rate consequences.

The FERC, NERCthe North American Electric Reliability Corporation (NERC) and SPP have implemented and enforce an extensive set of transmission system reliability, cybersecurity and critical infrastructure protection standards that apply to public utilities, including KCP&L and GMO.utilities.  The MPSC and KCC have the authority to implement utility operational standards and requirements, such as vegetation management standards, facilities inspection requirements and quality of service standards.  In addition, the Companies areEvergy is also subject to health, safety and other requirements enacted by the Occupational Safety and Health Administration, the Department of Transportation, the Department of Labor and other federal and state agencies.  As discussed more fully under "Operational Risks," the NRC extensively regulates nuclear power plants, including Wolf Creek. The costs of complying with existing, new or modified regulations, standards and other requirements could have ana material adverse

Environmental Risks:

Compliance with these laws, regulations and permits authorizerequirements entails significant capital and operating resources, and the failure to comply could result in the imposition of substantial penalties, for noncompliance, including fines, injunctive relief and other sanctions.  There is also a risk that new environmental laws and regulations, new administrative or judicial interpretations of environmental laws and regulations, or the requirements in new or renewed environmental permits could adversely affect the Companies' operations.  In addition, there is also a risk of lawsuits brought by third parties alleging violations of environmental commitmentslaws, regulations or requirements, claiming creation of a public nuisance or other matters, and seeking injunctions or monetary damages or other damages.relief. Certain federal courts have held that state and local governments and private parties have standing to bring climate change tort suits seeking company-specific emission reductions and damages.

Environmental permits are subject to periodic renewal, which may result in more stringent permit conditions and limits.  New facilities, or modifications of existing facilities, may require new environmental permits or amendments to existing permits.  Delays in the environmental permitting process, public opposition and challenges, denials of permit applications, limits or conditions imposed in permits and the associated uncertainty may materially adversely affect the cost and timing of projects, and thus materially adversely affect the Companies' results of operations, financial position and cash flows.flows of the Evergy Companies. In addition, compliance with environmental laws,

regulations and GMO periodically seekrequirements could alter the way assets are managed, which in turn could result in retiring assets earlier than expected, recording asset retirement obligations (AROs) or having a regulator disallow recovery of capital costs and expenses for environmental compliance and remediation through rate increases; however, there can be no assurance that recovery of these costs would be granted.  KCP&L and GMO may be subject to material adverse rate treatmenthad been prudently incurred in response to competitive, economic, political, legislative or regulatory pressures and/or public perception of the Companies' environmental reputation. The costsconnection with those assets.

Costs of compliance or noncompliance with environmental laws, regulations and requirements, remediation costs, adverseor fines, penalties or negative lawsuit outcomes, of lawsuits, or failure to timely recover environmental costsif not recovered in rates from customers, could have a material adverse effect on the Companies' results of operations, financial position and cash flows.  Certain of these matters are discussed in more detail below.  See Note 15 to the consolidated financial statements for additional information regarding certain significant environmental matters and Great Plains Energy's and KCP&L's current estimates of capital expenditures to comply with environmental regulations.

Financial Risks:

Financial market disruptions andor declines in the Evergy Companies' credit ratings may increase financing costs and/or limit access to the credit markets, which may adversely affect liquidity and results.

The Companies' capital requirements are expected to be substantial over the next several years.  TheEvergy Companies rely on internally generated cash, access to capital markets and short-term moneycredit to fund capital expenditures and for working capital and liquidity. Disruption in capital markets, revolving credit facilities provided byincreases in interest rates, deterioration in the financial condition of the financial institutions and long-term capital markets as significant sources of liquidity for capital requirements not satisfied by cash flows from operations.  Theon which the Evergy Companies also rely, on bank-providedany credit facilities for credit support, such as letters of credit, to support operations.  The amount of credit support required for operations varies and is impacted by a number of factors.  

Great Plains EnergyEvergy is a holding company with no significant operations of its own.  The primary source of funds for payment of dividends to its shareholders and its other financial obligations is dividends paid to it by its direct subsidiaries, particularly Westar Energy, KCP&L and GMO.  Evergy's subsidiaries are separate legal entities and have no obligation to provide Evergy with funds. The ability of Great Plains Energy'sEvergy's subsidiaries to pay dividends or make other distributions, and accordingly, Great Plains Energy'sEvergy's ability to pay dividends on its common stock and meet its financial obligations, principally depends on the actual and projected earnings and cash flow,flows, capital requirements and general financial position of its subsidiaries, as well as regulatory factors, financial covenants, general business conditions and other matters.

In addition, from time to time Evergy has and may guarantee debt obligations of its subsidiaries. Under the financing agreements to which Evergy is a party, a guarantee of debt may be considered indebtedness for purposes of complying with financial covenants that dictate the extent to which Evergy can borrow money, and any guarantee payments could adversely affect Evergy's liquidity and ability to service its own debt obligations.

Increasing costs associated with defined benefit retirement plan regulationsand postretirement plans, health care plans and other employee benefits could significantly impact retirement plan funding requirementsadversely affect Evergy's financial position and associated cash needsliquidity.

A substantial number of Evergy's and expenses.

The use of derivative contracts in the normal course of business could result in losses that could negatively impact the Companies' results of operations, financial position and cash flows.flows of the Evergy Companies.

The Evergy Companies use derivative instruments, such as swaps, options, futures and forwards, to manage commodity and financial risks.  Losses could be recognized as a result of volatility in the market values of these contracts, if a counterparty fails to perform or if the underlying transactions, which the derivative instruments are intended to hedge, fail to materialize.  In the absence of actively quoted market prices and pricing information from external sources, the valuation of these financial instruments can involve management's judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.

Major tax legislation, known as the Tax Cuts and Jobs Act (TCJA), was signed into law in December 2017. The TCJA significantly reforms the Internal Revenue Code of 1986, as amended (IRC), and is generally effective January 1, 2018. The TCJA contains significant changes to federal corporate income taxation, including reducing the federal corporate income tax rate from 35% to 21%, limiting the deduction for net operating losses, eliminating net operating loss carrybacks and eliminating the use of bonus depreciation on new capital investments. The TCJA reduced revenues and internally generated cash flows due to the reduced collection of taxes in customer prices, which could adversely affect the financial results, liquidity and credit ratings of the Evergy Companies. There may be other material adverse effects of the legislation, such as causing a service providerreduction in deferred income tax assets, and the financial results and liquidity of Evergy could be adversely affected by the TCJA.

Over the last several years, income tax obligations have been reduced due to GMO, KCP&L may have exposurethe continued use of bonus depreciation provisions that allow for an acceleration of deductions for tax purposes and IRS guidance on tax deductions for repairs. Although the TCJA expands bonus depreciation in general, it eliminates bonus depreciation for regulated utilities on new capital investments. The Evergy Companies regularly assess their future ability to GMO's financial performanceutilize tax benefits, including those in the form of net operating loss, tax credit and operations.

claims arisingEvergy Companies. Additionally, changes in corporate tax rates or policy changes, such as those resulting from actions of KCP&L employeesthe TCJA, as well as any inability to generate enough taxable income in operating GMO's properties and providing other servicesthe future to GMO.  KCP&L's claims for reimbursement for services provided to GMO are unsecured and rank equally with other unsecured obligations of GMO.  KCP&L's ability to be reimbursed for the costs incurred for the benefit of GMO dependsutilize all tax benefits before they expire, could have an adverse impact on the financial abilityresults and liquidity of GMO to make such payments.the Evergy Companies.

Customer and Weather-Related Risks:

The results of operations, financial position and cash flows of the CompaniesEvergy can be materially affected by changes in customer electricity consumption.

ChangesChange in customer electricity consumption duebehaviors in response to sustained financial market disruptions, downturnsenergy efficiency programs, changing conditions and preferences or sluggishnesschanges in the economy, technological advances, energy efficiency or other factors may adverselyadoption of technologies could affect the Companies'consumption of energy by customers. Federal and state programs exist to influence the way customers use energy and regulators have mandates to promote energy efficiency. Conservation programs and customers' level of participation in the programs could impact the financial results of operations, financial position and cash flows.  the Evergy Companies in adverse ways.

Technological advances, energy efficiency orand other energy conservation measures couldhave reduced and will continue to reduce customer electricity consumption. KCP&L and GMOThe Evergy Companies generate electricity at central station power plants to achieve economies of scale and produce electricity at a competitive cost. There areSelf-generation and distributed generation technologies, that produce electricity, including microturbines, wind turbines, fuel cells and solar cells, as well as those related to the storage of energy produced by these systems, have become competitive with the manner and price at which the Evergy Companies sell electricity. There is also a perception that have recently becomegenerating or storing electricity through these technologies is more cost competitive.environmentally friendly than generating electricity with fossil fuels. Increased adoption of these technologies could reduce electricity demand and the pool of customers from whom fixed costs are recovered, resulting in under recovery of the fixed costs of the Evergy Companies. Increased self-generation and the related use of net energy metering, which allows self-generating customers to receive bill credits for surplus power, could put upward price pressure on remaining customers. If this trend continues, the Evergy Companies are unable to adjust prices to reflect reduced electricity demand and increased self-generation and net energy metering, their financial condition and results of operations could be adversely affected.

Changes in customer electricity consumption could be reduced. Changesdue to sustained financial market disruptions, downturns or sluggishness in technology couldthe economy or other factors may also alteradversely affect the channels through whichresults of operations, financial position and cash flows of the Companies’ customers purchase or use electricity, which could reduce the Companies customer electricity consumption.Evergy Companies.

Weather is a major driver of the Companies' results of operations, financial position and cash flow.flows of the Evergy Companies and the Evergy Companies are subject to risks associated with climate change.

Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities.  Great Plains Energy and KCP&LThe Evergy Companies are significantly impacted by seasonality, with approximately one-third of their retail electricand, due to energy demand created by air conditioning load, highest revenues are typically recorded in the third quarter. Unusually mild winter or summer weather can adversely affect sales.  In addition, severe weather and events, including but not limited to tornados, snow, fire, rain, flooding and ice storms, can be destructive, causing outages and property damage that can potentially result in additional expenses, lower revenues and additional capital restoration costs.  KCP&L'sStorm reserves established by the Evergy Companies may be insufficient to cover these increased costs, and GMO's rates may not always be adjusted timely and adequately to reflect these increased costs. SomeAdditionally, because many of the Evergy Companies' generating stations utilize water from the Missouri River for cooling, purposes.  Lowlow water and flow levels can increase maintenance costs at these stations, result in limited power production and if these levels were to get low enough, could require modifications to plant operations.  The possible effectsHigh water conditions can also impair planned deliveries of climatefuel to generating stations operated by the Evergy Companies. Climate change (such as increased temperatures, increased occurrence ofmay produce more frequent or severe weather events, such as storms, droughts or reduced precipitation, among other possible results)floods and could potentiallyalso impact the economic

health of Evergy's service territories. An increase the volatility of demand and prices for energy commodities, increasein the frequency and impact of severe weather, increase the frequency of flooding or decrease water and flow levels. To the extent the frequencyseverity of extreme weather events increases, thisor a deterioration in the economic health of Evergy's service territories could increasehave a material adverse effect on the Companies' costresults of operations, financial position and cash flows of the Evergy Companies.

In addition, political, legal and regulatory efforts to influence climate change, such as efforts to reduce GHG emissions, impose a tax on emissions and create incentives for low-carbon generation and energy efficiency, could result in providing service.reduced sales and require significant costs to respond to such efforts. These efforts could also result in the early retirement of generation facilities, which could result in stranded costs if regulators disallow full recovery of investments that were prudent when originally made. Any of the foregoing could adversely affect the results of operations, financial position and cash flows of the Evergy Companies.

Operational Risks:

Operational risks may adversely affect the Companies' results of operations, financial position and cash flows.flows of the Evergy Companies.

The operation of the Companies' electric generation, transmission, distribution and information systems involves many risks, including breakdown or failure of equipment,equipment; aging infrastructure, processes and personnel performance;infrastructure; operator error or contractor or subcontractor failure; problems that delay or increase the cost of returning facilities to service after outages; limitations that may be imposed by equipment conditions or environmental, safety or other regulatory requirements; fuel supply or fuel transportation reductions or interruptions; labor disputes; difficulties with the implementation or continued operation of information systems; transmission scheduling constraints; and catastrophic events such as fires, floods, droughts, explosions, terrorism, cyber threats, severe weather or other similar occurrences. Furthermore, toMany of the extent that a cyber attack was successful, customer and employee information may be stolen, equipment may be destroyed or damaged and operations may be disrupted. Any such equipment or system outage or constraint can, among other things:

The Evergy Companies currently have general liability and property insurance in place to cover a portion of their facilities, in amounts that management considers appropriate.  Thesebut such policies however, do not cover the Companies' transmission or distribution systems, and the cost of repairing damage to these systems may adversely affect the Companies' results of operations, financial position and cash flows.  Such policies are subject to certain limits and deductibles and do not include business interruption coverage.  Insurance coverage may not be available in the future at reasonable costs or on commercially reasonable terms, and the insurance proceeds received for any loss of, or any damage to, any of the Companies' facilities may not be sufficient to restore the loss or damage.

These and other operating events may reduce the Companies' revenues or increase their costs, or both, and may materially affect theirthe results of operations, financial position and cash flows.flows of the Evergy Companies.

CyberPhysical and cybersecurity breaches, criminal activity, terrorist attacks and other disruptions to facilities or information technology infrastructure could interfere with operations, expose the Evergy Companies or their customers or employees to a risk of loss, expose the Evergy Companies to legal or regulatory liability and could cause reputational and financialother harm.

Electric utilities and other operators of critical energy infrastructure, like KCP&L and GMO, may face a heightened risk of cyber attack. The Companies' facilities could be direct targets or indirect casualties of any such cyber attacks. The Companies' business relies onEvergy Companies rely upon information technology fornetworks and systems to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including the generation, transmission and distribution of electricity, their primary business, as well as in secondary operational functions, including supply chain functions and the invoicing and collectingcollection of payments from customers. The Evergy Companies also use information technology networks and systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal and tax requirements. These networks and systems are in some cases owned or managed by third-party service providers. In the ordinary course of business, the Evergy Companies collect, store and transmit sensitive data including operating information, proprietary business information belonging to the Companies and third parties and personal information belonging to customers and employees. To

The Evergy Companies' information technology networks and infrastructure, as well as the extentnetworks and infrastructure belonging to third-party service providers that a cyber attack was successful, customer and employee informationthe Evergy Companies utilize, may be stolen, equipment may be destroyedvulnerable to damage, disruptions or damaged and operationsshutdowns due to attacks or breaches by hackers or other unauthorized third parties; error or

malfeasance by one or more employees or service providers; software or hardware upgrades; additions or replacements; malicious software code; telecommunication failures; natural disasters or other catastrophic events. The occurrence of any of these events could, among other things, impact the reliability or safety of the Evergy Companies' generation, fleet and/or reliability of the transmission and distribution systems; result in the erasure of data or render the Evergy Companies' equipment, or the equipment of third-party service providers, unusable; impact the Evergy Companies' ability to conduct business in the ordinary course; reduce sales; expose the Evergy Companies and their customers, employees and vendors to a risk of loss or misuse of information; and result in legal claims or proceedings, liability or regulatory penalties, damage the Evergy Companies' reputation or otherwise harm their business. The Evergy Companies can provide no assurance that they will identify and remedy all security or system mayvulnerabilities or that unauthorized access or error will be disrupted. In such an event,identified and remedied.

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

Additionally, the increasedEvergy Companies cannot predict the impact that any future information technology or terrorist attack may have on the energy industry in general. The electric utility industry, both within the United States and internationally, has experienced physical and cybersecurity attacks on energy infrastructure such as power plants, substations and related assets in the past, and there will likely be more attacks in the future. The Evergy Companies' facilities could be direct targets or indirect casualties of such attacks. The effects of such attacks could include disruption to the Evergy Companies' generation, transmission and distribution systems or to the electrical grid in general, reduced sales and could increase the cost of insurance coverage. The Companies could also be subject to litigation, increased regulation and reputational damage.coverage or result in a decline in the U.S. economy. Any of the foregoing could have a material adverse impact on the Evergy Companies' results of operations or financial position and cash flows.

The cost and schedule of capital projects may materially change and expected performance may not be achieved.

Great Plains Energy'sThe Evergy Companies' business is capital intensive and KCP&L's businesses are capital intensive.  The Companies currently haveregularly includes significant capital projects pending and may also have significant capital projects in the future.construction projects.  The risks of any capital project include: that actual costs may exceed estimated costs due to inflationcosts; regulators may disallow, limit or other factors;delay the recovery of all or part of the cost of, or a return on, a capital project; risks associated with the incurrence of additional debt or the issuance of additional equitycapital and credit markets to fund such projects; delays that may occur in obtainingreceiving, or failure to receive, necessary permits, approvals and materials;other regulatory authorizations; unforeseen engineering problems or changes in project design or scope; the failure of suppliers and contractors to perform as required under their contracts; inadequate availability or increased cost of equipment,labor or materials, including commodities such as steel, copper and aluminum that may be subject to uncertain or qualified craft labor; delays related toincreased tariffs; inclement weather; the scope, cost and timing of projects may change due to new or changed laws, regulations and requirements, including environmental requirements,and health and safety laws, or other factors;regulations and requirements; and other events beyond the Evergy Companies' control may occur that may materially affect the schedule, cost and performance of these projects.

These and other risks could cause the Evergy Companies to defer or limit capital expenditures, materially increase the estimated costs of capital projects, delay the in-service dates of projects, adversely affect the performance of the projects and/orand require the Companies to purchase additionalof electricity to supply their respective retail customerson the wholesale market, at potentially more expensive prices, until the projects are completed.  Thus, these risks may significantly affect the Evergy Companies' results of operations, financial position and cash flows.

Failure of one or more generation plant co-owners to pay their share of construction or operations and maintenance costs could increase the Evergy Companies' costs and capital requirements.

KCP&L owns 47%The Evergy Companies are co-owners of Wolf Creek, 50% of La Cygne Station, 70% of Iatan No. 1 and 55% of Iatan No.several large generation plants. See Item 2. GMO owns 18% of both Iatan units and 8% of Jeffrey Energy Center.  The remaining portions of these facilities are ownedProperties, for additional information. Failure by any other utilities that are contractually obligatedco-owner to pay theirits proportionate share of capital and other costs.

KCP&L isThe Evergy Companies are exposed to risks associated with the ownership and operation of a nuclear generating unit, which could result in an adverse effect onadversely impact the Evergy Companies' business and financial results.

Evergy indirectly owns 94% of Wolf Creek, with Westar Energy and KCP&L ownseach owning 47% of Wolf Creek.the nuclear plant.  The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities, including Wolf Creek.  In the event of non-compliance, the NRC has the authority to impose fines, shut down the facilities, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Additionally, the non-compliance of other nuclear facility operators with applicable regulations or the occurrence of a serious nuclear incident anywhere in the world could result in increased regulation of the nuclear industry as a whole.  Any revised safety requirements promulgated byindustry. Such events could increase Wolf Creek's costs and impact the NRC couldfinancial results of the Evergy Companies or result in substantial capital expenditures ata shutdown of Wolf Creek.

Wolf Creek has the lowest fuel cost per MWh of any of KCP&L's generating units.  An extended outage of Wolf Creek, whether resulting from NRC action, an incident at the plant or otherwise, could have a material adverse effect on KCP&L'sthe results of operations, financial position and cash flows of the Evergy Companies in the event KCP&L incurs higher replacement power and other costs that are not recovered through rates or insurance.  If a long-term outage

OwnershipOn an annual basis, Westar Energy and operation of a nuclear generating unit exposes KCP&L are required to risks regardingcontribute money to tax-qualified trusts that were established to pay for decommissioning costs at the end of the unit's life. KCP&L contributes annually basedThe amount of contributions varies depending on estimatedestimates of decommissioning costs to a tax-qualified trust fund to be used to decommission Wolf Creek.  The funding level assumes aexpenses and projected level of return on trust assets. If the actual return on trust assets is below the projected level or actual decommissioning costs are higher than estimated, Westar Energy and KCP&L could be responsible for the balance of funds required and may not be allowed to recover the balance through rates.

KCP&L isThe Evergy Companies are also exposed to other risks associated with the ownership and operation of a nuclear generating unit, including, but not limited to, (i) potential liability associated with the potential harmful effects on the environment and human health resulting from the operation of a nuclear generating unit, (ii) the storage, handling, disposal and potential release (by accident, through third-party actions or otherwise) of radioactive materials and (iii) uncertainties with respect to contingencies and assessments if insurance coverage is inadequate.  Under the structure for insurance among owners of nuclear generating units, Westar Energy and KCP&L isare also liable for potential retrospective premium assessments (subject to a cap) per incident at any commercial reactor in the country and losses in excess of insurance coverage.

The structure of the regional power market in which the Evergy Companies operate could have an adverse effect on the Companies'their results of operations, financial position and cash flows.

In March 2014,Westar Energy, KCP&L and GMO are members of the SPP launched itsregional transmission organization, and each has transferred operational authority (but not ownership) of their transmission facilities to the SPP. The SPP's Integrated Marketplace. Similar to other RTO or ISO markets, this marketplaceMarketplace determines which generating units among market participants should run, within the operating

constraints of a unit, at any given time for maximum cost-effectiveness. In the event that Westar Energy's, KCP&L's andor GMO's generating units are not among the lowest cost generating units operating within the market, KCP&L and GMOeach could experience decreased levels of wholesale electricity sales.

A market for Transmission Congestion Rights (TCR) is also included as part of the Integrated Marketplace. TCRs are financial instruments used to hedge transmission congestion charges. BothWestar Energy, KCP&L and GMO acquire TCRs for the purpose of hedging against transmission congestion charges. There is a risk that KCP&L and GMOthe entities could incorrectly model the amount of TCRs needed, or that the TCRs acquired could be ineffective in hedging against transmission congestion charges, either of which could lead to increased purchased power costs.

The rules governing the various regional power markets, including the SPP, may change from time to time and such changes could impact the Companies' costs and revenues. Becauserevenues of the manner in which RTO's or ISO's will evolve is unclear, the Companies are unable to assess fully the impact of these changes.Evergy Companies.

Litigation Risks:

The outcome of legal proceedings cannot be predicted.  An adverse finding could have a material adverse effect on the Evergy Companies' results of operations, financial position and cash flows.

The Evergy Companies are partyparties to various material litigationlawsuits and regulatory matters arising outproceedings in the ordinary course of their business operations.respective businesses.  The ultimate outcome of these matters cannot presently be determined, nor, in many cases, can the liability that could potentially result from a negative outcome in each case be reasonably estimated.  The liability that the Evergy Companies may ultimately incur with respect to any of these cases in the event of a negative outcome may be in excess of amounts currently reserved and insured against with respect to such matters.matters and could adversely impact the financial results for the Evergy Companies.

None.

Electric utility'sEvergy's electric transmission system interconnects with systems of other utilities for reliability and to permit wholesale transactions with other electricity suppliers. Electric utilityEvergy has approximately 3,60013,700 circuit miles of transmission lines, 15,60039,700 circuit miles of overhead distribution lines and 7,10012,500 circuit miles of underground distribution lines in Missouri and Kansas. Electric utilityEvergy has all material franchise rights necessary to sell electricity within its retail service territory. Electric utility'sEvergy's transmission and distribution systems are continuouslyroutinely monitored for adequacy to meet customer needs. Management believes the current systems are adequate to serve customers.

Electric utility'sEvergy's generating plants are located on property owned (or co-owned) by KCP&L or GMO,the Evergy Companies, except the Spearville Wind Energy Facilities whichfor certain facilities that are located on easements and the Crossroads Energy Center and the South Harper Facility whichor are contractually controlled. Electric utility'sEvergy's service centers, electric substations and a portion of its transmission and distribution systems are located on property owned or leased by electric utility. Electric utility'sEvergy. Evergy's transmission and distribution systems are for the most part located above or underneath highways, streets, other public places or property owned by others. Electric utilityEvergy believes that it has satisfactory rights to use those places or properties in the form of permits, grants, easements, licenses or franchise rights; however, it has not necessarily undertaken efforts to examine the underlying title to the land upon which the rights rest. Great Plains Energy's and KCP&L'sEvergy's headquarters are located in leased office space.

Substantially all of the fixed property and franchises of KCP&L,the Evergy Companies, which consist principally of electric generating stations, electric transmission and distribution lines and systems, and buildings (subject to exceptions, reservations and releases), are subject to a General Mortgage Indenturemortgage indentures pursuant to which bonds have been issued and Deed of Trust dated as of December 1, 1986, as supplemented. Mortgage bonds totaling $510.5 million were outstanding at December 31, 2016.