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GXP-9/30/2014-10Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

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

EXCHANGE ACT OF 1934

For the transition period from _______to_______



	Exact name of registrant as specified in its charter,
Commission	state of incorporation, address of principal	I.R.S. Employer
File Number	executive offices and telephone number	Identification Number

001-32206	GREAT PLAINS ENERGY INCORPORATED	43-1916803
	(A Missouri Corporation)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200

000-51873	KANSAS CITY POWER & LIGHT COMPANY	44-0308720
	(A Missouri Corporation)
	1200 Main Street
	Kansas City, Missouri 64105
	(816) 556-2200

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.

Great Plains Energy Incorporated

Yes

Kansas City Power & Light Company

Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Great Plains Energy Incorporated

Yes

Kansas City Power & Light Company

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Great Plains Energy Incorporated

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Kansas City Power & Light Company

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Great Plains Energy Incorporated

Yes

Kansas City Power & Light Company

Yes

On November 3, 2014, Great Plains Energy Incorporated had 154,124,361 shares of common stock outstanding. On November 3, 2014, Kansas City Power & Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated.

Kansas City Power & Light Company meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

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This combined Quarterly Report on Form 10-Q is being filed by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L). KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all information contained in this report relates to, and is filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy's other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed by, KCP&L. KCP&L makes no representation as to that information. Neither Great Plains Energy nor its other subsidiaries have any obligation in respect of KCP&L's debt securities and holders of such securities should not consider Great Plains Energy's or its other subsidiaries' financial resources or results of operations in making a decision with respect to KCP&L's debt securities. Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or its other subsidiaries.

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 included in the 2013 Form 10-K for each of Great Plains Energy and KCP&L.

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TABLE OF CONTENTS
			Page Number
Cautionary Statements Regarding Certain Forward-Looking Information			3
Glossary of Terms			4

Part I - Financial Information

Item 1.	Financial Statements
	Great Plains Energy Incorporated
	Unaudited Consolidated Balance Sheets		6
	Unaudited Consolidated Statements of Comprehensive Income		8
	Unaudited Consolidated Statements of Cash Flows		9
	Unaudited Consolidated Statements of Common Shareholders' Equity		10
	Kansas City Power & Light Company
	Unaudited Consolidated Balance Sheets		11
	Unaudited Consolidated Statements of Comprehensive Income		13
	Unaudited Consolidated Statements of Cash Flows		14
	Unaudited Consolidated Statements of Common Shareholder's Equity		15

	Combined Notes to Unaudited Consolidated Financial Statements for Great Plains Energy Incorporated and Kansas City Power & Light Company		16
	Note 1:	Summary of Significant Accounting Policies	16
	Note 2:	Supplemental Cash Flow Information	18
	Note 3:	Receivables	19
	Note 4:	Nuclear Plant	21
	Note 5:	Regulatory Matters	23
	Note 6:	Goodwill	24
	Note 7:	Asset Retirement Obligations	24
	Note 8:	Pension Plans and Other Employee Benefits	25
	Note 9:	Equity Compensation	26
	Note 10:	Short-Term Borrowings and Short-Term Bank Lines of Credit	28
	Note 11:	Long-Term Debt	29
	Note 12:	Assets Held for Sale	30
	Note 13:	Commitments and Contingencies	30
	Note 14:	Legal Proceedings	36
	Note 15:	Related Party Transactions and Relationships	36
	Note 16:	Derivative Instruments	36
	Note 17:	Fair Value Measurements	41
	Note 18:	Accumulated Other Comprehensive Income (Loss)	46
	Note 19:	Taxes	48
	Note 20:	Segments and Related Information	50
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		63
Item 4.	Controls and Procedures		64

Part II - Other Information

Item 1.	Legal Proceedings		64
Item 1A.	Risk Factors		64
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		65
Item 3.	Defaults Upon Senior Securities		65
Item 4.	Mine Safety Disclosures		65
Item 5.	Other Information		65
Item 6.	Exhibits		66

Signatures			68

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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, the outcome of regulatory proceedings, cost estimates of capital projects and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and KCP&L are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in regional, national and international markets and their effects on sales, prices and costs; prices and availability of electricity in regional and national wholesale markets; market perception of the energy industry, Great Plains Energy and KCP&L; changes in business strategy, operations or development plans; the outcome of contract negotiations for goods and services; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates the Companies can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and credit spreads and in availability and cost of capital and the effects on 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 effects on sales, prices and costs; cost, availability, quality and deliverability of fuel; the inherent uncertainties in estimating the effects of weather, economic conditions 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's ability to successfully manage transmission joint venture; 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; 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 2013 Form 10-K for each of Great Plains Energy and KCP&L under Part I Item 1A, should be carefully read for further understanding of potential risks for each of Great Plains Energy and KCP&L. Other sections of this report and other periodic reports filed by each of Great Plains Energy and KCP&L with the Securities and Exchange Commission (SEC) should also be read for more information regarding risk factors. Each forward-looking statement speaks only as of the date of the particular statement. Great Plains Energy and KCP&L undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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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

AEPTHC		AEP Transmission Holding Company, LLC, a wholly owned subsidiary of American Electric Power Company, Inc.
AFUDC		Allowance for Funds Used During Construction
ARO		Asset Retirement Obligation
ASU		Accounting Standard Update
BART		Best available retrofit technology
Board		Great Plains Energy Board of Directors
CAIR		Clean Air Interstate Rule
CAMR		Clean Air Mercury Rule
Clean Air Act		Clean Air Act Amendments of 1990
CO₂		Carbon dioxide
Company		Great Plains Energy Incorporated and its consolidated subsidiaries
Companies		Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries
CSAPR		Cross-State Air Pollution Rule
DOE		Department of Energy
EBITDA		Earnings before interest, income taxes, depreciation and amortization
ECA		Energy Cost Adjustment
EIRR		Environmental Improvement Revenue Refunding
EPA		Environmental Protection Agency
EPS		Earnings per common share
ERISA		Employee Retirement Income Security Act of 1974, as amended
FAC		Fuel Adjustment Clause
FASB		Financial Accounting Standards Board
FERC		The Federal Energy Regulatory Commission
GAAP		Generally Accepted Accounting Principles
GMO		KCP&L Greater Missouri Operations Company, a wholly owned subsidiary of Great Plains Energy
GPETHC		GPE Transmission Holding Company, LLC, a wholly owned subsidiary of Great Plains Energy
Great Plains Energy		Great Plains Energy Incorporated and its consolidated subsidiaries
IRS		Internal Revenue Service
ISO		Independent System Operator
KCC		The State Corporation Commission of the State of Kansas
KCP&L		Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy, and its consolidated subsidiaries
KCP&L Receivables Company		Kansas City Power & Light Receivables Company, a wholly owned subsidiary of KCP&L
KDHE		Kansas Department of Health and Environment
kV		Kilovolt
kW		Kilowatt
kWh		Kilowatt hour
MACT		Maximum achievable control technology
MATS		Mercury and Air Toxics Standards

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Abbreviation or Acronym		Definition

MD&A		Management's Discussion and Analysis of Financial Condition and Results of Operations
MDNR		Missouri Department of Natural Resources
MEEIA		Missouri Energy Efficiency Investment Act
MGP		Manufactured gas plant
MPS Merchant		MPS Merchant Services, Inc., a wholly owned subsidiary of GMO
MPSC		Public Service Commission of the State of Missouri
MW		Megawatt
MWh		Megawatt hour
NAAQS		National Ambient Air Quality Standard
NERC		North American Electric Reliability Corporation
NEIL		Nuclear Electric Insurance Limited
NOL		Net operating loss
NO_x		Nitrogen oxide
NPNS		Normal purchases and normal sales
NRC		Nuclear Regulatory Commission
OCI		Other Comprehensive Income
PCB		Polychlorinated biphenyls
ppm		Parts per million
PRB		Powder River Basin
QCA		Quarterly Cost Adjustment
RTO		Regional Transmission Organization
SCR		Selective catalytic reduction
SEC		Securities and Exchange Commission
SERP		Supplemental Executive Retirement Plan
SO₂		Sulfur dioxide
SPP		Southwest Power Pool, Inc.
TCR		Transmission Congestion Right
Transource		Transource Energy, LLC and its subsidiaries, 13.5% owned by GPETHC
Transource Missouri		Transource Missouri, LLC, a wholly owned subsidiary of Transource
WCNOC		Wolf Creek Nuclear Operating Corporation
Westar		Westar Energy, Inc., an unrelated Kansas utility company
Wolf Creek		Wolf Creek Generating Station

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)

	September 30			December 31
	2014			2013
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents		$	12.8		$	10.6
Funds on deposit		1.0			0.8
Receivables, net		233.6			162.2
Accounts receivable pledged as collateral		171.0			175.0
Fuel inventories, at average cost		53.1			76.4
Materials and supplies, at average cost		150.6			152.3
Deferred refueling outage costs		13.7			29.5
Refundable income taxes		4.3			10.5
Deferred income taxes		78.6			80.3
Assets held for sale (Note 12)		—			36.2
Prepaid expenses and other assets		34.1			33.2
Total		752.8			767.0
Utility Plant, at Original Cost
Electric		12,036.5			11,575.3
Less - accumulated depreciation		4,789.0			4,628.4
Net utility plant in service		7,247.5			6,946.9
Construction work in progress		789.5			736.7
Nuclear fuel, net of amortization of $179.6 and $161.4		85.8			62.8
Total		8,122.8			7,746.4
Investments and Other Assets
Nuclear decommissioning trust fund		193.2			183.9
Regulatory assets		857.1			849.7
Goodwill		169.0			169.0
Other		79.8			79.4
Total		1,299.1			1,282.0
Total		$	10,174.7		$	9,795.4

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

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GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)

	September 30				December 31
	2014				2013
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Current Liabilities
Notes payable		$	—			$	9.0
Collateralized note payable		171.0				175.0
Commercial paper		225.0				108.2
Current maturities of long-term debt		15.1				1.1
Accounts payable		290.8				327.4
Accrued taxes		114.4				29.7
Accrued interest		56.8				45.4
Accrued compensation and benefits		36.7				47.3
Pension and post-retirement liability		3.2				3.2
Other		24.1				23.5
Total		937.1				769.8
Deferred Credits and Other Liabilities
Deferred income taxes		1,085.6				964.8
Deferred tax credits		126.4				127.4
Asset retirement obligations		190.0				158.8
Pension and post-retirement liability		340.1				360.5
Regulatory liabilities		279.8				264.0
Other		85.2				121.0
Total		2,107.1				1,996.5
Capitalization
Great Plains Energy common shareholders' equity
Common stock - 250,000,000 shares authorized without par value
154,209,862 and 153,995,621 shares issued, stated value		2,637.6				2,631.1
Retained earnings		986.6				871.4
Treasury stock - 95,387 and 129,290 shares, at cost		(2.4		)		(2.8		)
Accumulated other comprehensive loss		(18.4		)		(25.3		)
Total		3,603.4				3,474.4
Cumulative preferred stock $100 par value
3.80% - 100,000 shares issued		10.0				10.0
4.50% - 100,000 shares issued		10.0				10.0
4.20% - 70,000 shares issued		7.0				7.0
4.35% - 120,000 shares issued		12.0				12.0
Total		39.0				39.0
Long-term debt (Note 11)		3,488.1				3,515.7
Total		7,130.5				7,029.1
Commitments and Contingencies (Note 13)
Total		$	10,174.7			$	9,795.4

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

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GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Comprehensive Income
(Unaudited)

	Three Months Ended September 30						Year to Date September 30
	2014			2013			2014			2013
Operating Revenues	(millions, except per share amounts)
Electric revenues	$	782.5		$	765.0		$	2,016.0		$	1,907.5
Operating Expenses
Fuel	142.3			156.6			392.9			410.0
Purchased power	61.2			25.7			185.7			99.4
Transmission	19.3			13.6			55.6			37.9
Utility operating and maintenance expenses	164.1			170.2			528.2			491.8
Depreciation and amortization	76.6			73.3			226.7			216.1
General taxes	55.8			53.4			159.2			149.3
Other	—			0.5			2.4			1.6
Total	519.3			493.3			1,550.7			1,406.1
Operating income	263.2			271.7			465.3			501.4
Non-operating income	5.4			4.4			18.8			11.3
Non-operating expenses	(2.8		)	(2.1		)	(9.8		)	(5.6		)
Interest charges	(43.6		)	(48.9		)	(141.3		)	(148.0		)
Income before income tax expense and income (loss) from equity investments	222.2			225.1			333.0			359.1
Income tax expense	(74.7		)	(81.8		)	(109.8		)	(126.0		)
Income (loss) from equity investments, net of income taxes	(0.1		)	(0.2		)	0.1			(0.4		)
Net income	147.4			143.1			223.3			232.7
Preferred stock dividend requirements	0.4			0.4			1.2			1.2
Earnings available for common shareholders	$	147.0		$	142.7		$	222.1		$	231.5

Average number of basic common shares outstanding	153.9			153.6			153.8			153.5
Average number of diluted common shares outstanding	154.3			153.8			154.2			153.7

Basic earnings per common share	$	0.96		$	0.93		$	1.44		$	1.51
Diluted earnings per common share	$	0.95		$	0.93		$	1.44		$	1.51

Cash dividends per common share	$	0.23		$	0.2175		$	0.69		$	0.6525
Comprehensive Income
Net income	$	147.4		$	143.1		$	223.3		$	232.7
Other comprehensive income
Derivative hedging activity
Reclassification to expenses, net of tax	1.3			2.8			6.6			8.9
Derivative hedging activity, net of tax	1.3			2.8			6.6			8.9
Defined benefit pension plans
Amortization of net losses included in net periodic benefit costs, net of tax	0.1			0.1			0.3			0.3
Change in unrecognized pension expense, net of tax	0.1			0.1			0.3			0.3
Total other comprehensive income	1.4			2.9			6.9			9.2
Comprehensive income	$	148.8		$	146.0		$	230.2		$	241.9

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

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GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)

Year to Date September 30	2014			2013
Cash Flows from Operating Activities	(millions)
Net income	$	223.3		$	232.7
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization	226.7			216.1
Amortization of:
Nuclear fuel	18.2			15.3
Other	36.4			43.4
Deferred income taxes, net	120.3			126.7
Investment tax credit amortization	(1.0		)	(1.3		)
(Income) loss from equity investments, net of income taxes	(0.1		)	0.4
Other operating activities (Note 2)	(61.8		)	(50.1		)
Net cash from operating activities	562.0			583.2
Cash Flows from Investing Activities
Utility capital expenditures	(553.3		)	(486.2		)
Allowance for borrowed funds used during construction	(10.0		)	(8.0		)
Purchases of nuclear decommissioning trust investments	(21.9		)	(62.3		)
Proceeds from nuclear decommissioning trust investments	19.4			59.8
Proceeds from sale of transmission assets (Note 12)	37.7			—
Other investing activities	(16.3		)	(15.1		)
Net cash from investing activities	(544.4		)	(511.8		)
Cash Flows from Financing Activities
Issuance of common stock	3.7			3.8
Issuance of long-term debt	—			762.5
Issuance fees	—			(6.7		)
Repayment of long-term debt	(13.4		)	(259.3		)
Net change in short-term borrowings	107.8			(483.1		)
Net change in collateralized short-term borrowings	(4.0		)	16.0
Dividends paid	(107.5		)	(101.5		)
Other financing activities	(2.0		)	(1.5		)
Net cash from financing activities	(15.4		)	(69.8		)
Net Change in Cash and Cash Equivalents	2.2			1.6
Cash and Cash Equivalents at Beginning of Year	10.6			9.3
Cash and Cash Equivalents at End of Period	$	12.8		$	10.9

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

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GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Common Shareholders' Equity
(Unaudited)

Year to Date September 30	2014					2013
	Shares		Amount			Shares		Amount
Common Stock	(millions, except share amounts)
Beginning balance	153,995,621		$	2,631.1		153,779,806		$	2,624.7
Issuance of common stock	214,241		5.5			168,211		3.8
Equity compensation expense, net of forfeitures			0.4					0.3
Unearned Compensation
Issuance of restricted common stock			(2.0		)			(1.7		)
Forfeiture of restricted common stock			—					0.1
Compensation expense recognized			1.5					1.5
Other			1.1					0.6
Ending balance	154,209,862		2,637.6			153,948,017		2,629.3
Retained Earnings
Beginning balance			871.4					758.8
Net income			223.3					232.7
Dividends:
Common stock ($0.69 and $0.6525 per share)			(106.3		)			(100.3		)
Preferred stock - at required rates			(1.2		)			(1.2		)
Performance shares			(0.6		)			(0.2		)
Ending balance			986.6					889.8
Treasury Stock
Beginning balance	(129,290	)	(2.8		)	(250,236	)	(5.1		)
Treasury shares acquired	(85,062	)	(2.2		)	(73,201	)	(1.6		)
Treasury shares reissued	118,965		2.6			188,075		3.8
Ending balance	(95,387	)	(2.4		)	(135,362	)	(2.9		)
Accumulated Other Comprehensive Income (Loss)
Beginning balance			(25.3		)			(38.4		)
Derivative hedging activity, net of tax			6.6					8.9
Change in unrecognized pension expense, net of tax			0.3					0.3
Ending balance			(18.4		)			(29.2		)
Total Great Plains Energy Common Shareholders' Equity			$	3,603.4				$	3,487.0

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

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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)

	September 30			December 31
	2014			2013
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents		$	2.4		$	4.0
Funds on deposit		0.3			0.7
Receivables, net		176.7			129.2
Related party receivables		73.4			50.4
Accounts receivable pledged as collateral		110.0			110.0
Fuel inventories, at average cost		32.0			50.3
Materials and supplies, at average cost		108.5			109.0
Deferred refueling outage costs		13.7			29.5
Refundable income taxes		—			15.1
Deferred income taxes		6.4			—
Assets held for sale (Note 12)		—			4.7
Prepaid expenses and other assets		30.5			27.5
Total		553.9			530.4
Utility Plant, at Original Cost
Electric		8,654.8			8,274.9
Less - accumulated depreciation		3,628.8			3,518.3
Net utility plant in service		5,026.0			4,756.6
Construction work in progress		704.0			660.4
Nuclear fuel, net of amortization of $179.6 and $161.4		85.8			62.8
Total		5,815.8			5,479.8
Investments and Other Assets
Nuclear decommissioning trust fund		193.2			183.9
Regulatory assets		577.4			614.1
Other		33.8			31.0
Total		804.4			829.0
Total		$	7,174.1		$	6,839.2

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)

	September 30				December 31
	2014				2013
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Current Liabilities
Collateralized note payable		$	110.0			$	110.0
Commercial paper		205.6				93.2
Current maturities of long-term debt		14.0				—
Accounts payable		246.1				239.8
Related party payables		—				0.2
Accrued taxes		126.8				23.8
Accrued interest		39.9				29.1
Accrued compensation and benefits		36.7				47.3
Pension and post-retirement liability		1.9				1.9
Deferred income taxes		—				1.7
Other		12.6				13.0
Total		793.6				560.0
Deferred Credits and Other Liabilities
Deferred income taxes		963.3				922.1
Deferred tax credits		124.6				125.3
Asset retirement obligations		172.1				141.7
Pension and post-retirement liability		319.8				339.9
Regulatory liabilities		169.7				168.3
Other		56.9				90.4
Total		1,806.4				1,787.7
Capitalization
Common shareholder's equity
Common stock - 1,000 shares authorized without par value
1 share issued, stated value		1,563.1				1,563.1
Retained earnings		728.9				636.4
Accumulated other comprehensive loss		(16.3		)		(20.2		)
Total		2,275.7				2,179.3
Long-term debt (Note 11)		2,298.4				2,312.2
Total		4,574.1				4,491.5
Commitments and Contingencies (Note 13)
Total		$	7,174.1			$	6,839.2

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Comprehensive Income
(Unaudited)

	Three Months Ended September 30						Year to Date September 30
	2014			2013			2014			2013
Operating Revenues	(millions)
Electric revenues	$	533.4		$	522.0		$	1,363.9		$	1,299.5
Operating Expenses
Fuel	107.2			111.5			289.0			292.0
Purchased power	27.4			10.9			86.8			48.6
Transmission	12.5			9.1			35.1			25.9
Operating and maintenance expenses	112.8			120.4			369.1			345.3
Depreciation and amortization	53.4			50.2			157.7			147.4
General taxes	44.2			43.1			124.6			117.8
Other	(1.3		)	—			(1.3		)	—
Total	356.2			345.2			1,061.0			977.0
Operating income	177.2			176.8			302.9			322.5
Non-operating income	4.5			4.8			15.7			10.3
Non-operating expenses	(2.8		)	(1.1		)	(6.4		)	(2.7		)
Interest charges	(31.1		)	(31.0		)	(92.8		)	(94.5		)
Income before income tax expense	147.8			149.5			219.4			235.6
Income tax expense	(53.3		)	(53.1		)	(72.9		)	(78.8		)
Net income	$	94.5		$	96.4		$	146.5		$	156.8
Comprehensive Income
Net income	$	94.5		$	96.4		$	146.5		$	156.8
Other comprehensive income
Derivative hedging activity
Reclassification to expenses, net of tax	1.2			1.4			3.9			4.2
Derivative hedging activity, net of tax	1.2			1.4			3.9			4.2
Total other comprehensive income	1.2			1.4			3.9			4.2
Comprehensive income	$	95.7		$	97.8		$	150.4		$	161.0

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Cash Flows
(Unaudited)

Year to Date September 30	2014			2013
Cash Flows from Operating Activities	(millions)
Net income	$	146.5		$	156.8
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization	157.7			147.4
Amortization of:
Nuclear fuel	18.2			15.3
Other	22.6			25.7
Deferred income taxes, net	33.0			91.5
Investment tax credit amortization	(0.7		)	(0.8		)
Other operating activities (Note 2)	32.4			(38.8		)
Net cash from operating activities	409.7			397.1
Cash Flows from Investing Activities
Utility capital expenditures	(455.9		)	(375.8		)
Allowance for borrowed funds used during construction	(8.6		)	(7.1		)
Purchases of nuclear decommissioning trust investments	(21.9		)	(62.3		)
Proceeds from nuclear decommissioning trust investments	19.4			59.8
Proceeds from sale of transmission assets (Note 12)	4.7			—
Other investing activities	(7.2		)	(8.6		)
Net cash from investing activities	(469.5		)	(394.0		)
Cash Flows from Financing Activities
Issuance of long-term debt	—			412.5
Issuance fees	—			(4.6		)
Repayment of long-term debt	—			(2.6		)
Net change in short-term borrowings	112.4			(337.3		)
Net money pool borrowings	(0.2		)	(3.8		)
Dividends paid to Great Plains Energy	(54.0		)	(69.0		)
Net cash from financing activities	58.2			(4.8		)
Net Change in Cash and Cash Equivalents	(1.6		)	(1.7		)
Cash and Cash Equivalents at Beginning of Year	4.0			5.2
Cash and Cash Equivalents at End of Period	$	2.4		$	3.5

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Shareholder's Equity
(Unaudited)

Year to Date September 30	2014				2013
	Shares	Amount			Shares	Amount
	(millions, except share amounts)
Common Stock	1	$	1,563.1		1	$	1,563.1
Retained Earnings
Beginning balance		636.4				559.4
Net income		146.5				156.8
Dividends:
Common stock held by Great Plains Energy		(54.0		)		(69.0		)
Ending balance		728.9				647.2
Accumulated Other Comprehensive Income (Loss)
Beginning balance		(20.2		)		(25.8		)
Derivative hedging activity, net of tax		3.9				4.2
Ending balance		(16.3		)		(21.6		)
Total Common Shareholder's Equity		$	2,275.7			$	2,188.7

The disclosures regarding KCP&L included in the accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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GREAT PLAINS ENERGY INCORPORATED

KANSAS CITY POWER & LIGHT COMPANY

Notes to Unaudited Consolidated Financial Statements

The notes to unaudited consolidated financial statements that follow are a combined presentation for Great Plains Energy Incorporated and Kansas City Power & Light Company, both registrants under this filing. The terms "Great Plains Energy," "Company," "KCP&L" and "Companies" are used throughout this report. "Great Plains Energy" and the "Company" refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. "KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies" refers to Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries. The 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy's wholly owned direct subsidiaries with significant operations are as follows:


•	KCP&L is an integrated, regulated electric utility that provides electricity to customers primarily in the states of Missouri and Kansas. KCP&L has one active wholly owned subsidiary, Kansas City Power & Light Receivables Company (KCP&L Receivables Company).

•

KCP&L Greater Missouri Operations Company (GMO) is an integrated, regulated electric utility that provides electricity to customers in the state of Missouri. GMO also provides regulated steam service to certain customers in the St. Joseph, Missouri area. GMO has two active wholly owned subsidiaries, GMO Receivables Company and MPS Merchant Services, Inc. (MPS Merchant). MPS Merchant has certain long-term natural gas contracts remaining from its former non-regulated trading operations.

Great Plains Energy also wholly owns GPE Transmission Holding Company, LLC (GPETHC). GPETHC owns 13.5% of Transource Energy, LLC (Transource) with the remaining 86.5% owned by AEP Transmission Holding Company, LLC (AEPTHC), a subsidiary of American Electric Power Company, Inc. GPETHC accounts for its investment in Transource under the equity method. Transource is focused on the development of competitive electric transmission projects.

Each of Great Plains Energy's and KCP&L's consolidated financial statements includes the accounts of their subsidiaries. Intercompany transactions have been eliminated.

Great Plains Energy's sole reportable business segment is electric utility. See Note 20 for additional information.

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Basic and Diluted Earnings per Common Share Calculation

To determine basic EPS, preferred stock dividend requirements are deducted from net income before dividing by the average number of common shares outstanding. The effect of dilutive securities, calculated using the treasury stock method, assumes the issuance of common shares applicable to performance shares and restricted stock.

The following table reconciles Great Plains Energy's basic and diluted EPS.



	Three Months Ended September 30				Year to Date September 30
	2014		2013		2014		2013
Income	(millions, except per share amounts)
Net income	$	147.4	$	143.1	$	223.3	$	232.7
Less: preferred stock dividend requirements	0.4		0.4		1.2		1.2
Earnings available for common shareholders	$	147.0	$	142.7	$	222.1	$	231.5
Common Shares Outstanding
Average number of common shares outstanding	153.9		153.6		153.8		153.5
Add: effect of dilutive securities	0.4		0.2		0.4		0.2
Diluted average number of common shares outstanding	154.3		153.8		154.2		153.7
Basic EPS	$	0.96	$	0.93	$	1.44	$	1.51
Diluted EPS	$	0.95	$	0.93	$	1.44	$	1.51

Anti-dilutive shares excluded from the computation of diluted EPS are detailed in the following table.



	Three Months Ended September 30		Year to Date September 30
	2014	2013	2014	2013
Performance shares	108,832	54,660	108,832	54,660
Restricted stock shares	73,671	—	71,860	21,652

Dividends Declared

In November 2014, Great Plains Energy's Board of Directors (Board) declared a quarterly dividend of $0.245 per share on Great Plains Energy's common stock. The common dividend is payable December 19, 2014, to shareholders of record as of November 28, 2014. The Board also declared regular dividends on Great Plains Energy's preferred stock, payable March 1, 2015, to shareholders of record as of February 6, 2015.

In November 2014, KCP&L’s Board of Directors declared a cash dividend payable to Great Plains Energy of $18 million payable on December 18, 2014.

New Accounting Standards

On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in Generally Accepted Accounting Principles (GAAP) when it becomes effective. The new standard is effective for the Companies on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Companies are evaluating the effect that ASU No. 2014-09 will have on their consolidated financial statements and related disclosures. The Companies have not yet selected a transition method nor have they determined the effect of the standard on their ongoing financial reporting.

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2. SUPPLEMENTAL CASH FLOW INFORMATION



Great Plains Energy Other Operating Activities
Year to Date September 30	2014			2013
Cash flows affected by changes in:	(millions)
Receivables	$	(70.4	)	$	(44.1	)
Accounts receivable pledged as collateral	4.0			(16.0		)
Fuel inventories	23.3			11.2
Materials and supplies	1.7			(4.3		)
Accounts payable	(75.2		)	(91.5		)
Accrued taxes	91.2			81.0
Accrued interest	11.4			18.4
Deferred refueling outage costs	15.8			(21.8		)
Pension and post-retirement benefit obligations	24.8			40.2
Allowance for equity funds used during construction	(13.2		)	(9.1		)
Fuel recovery mechanism	(21.3		)	(5.3		)
Solar rebates paid	(43.9		)	(20.1		)
Other	(10.0		)	11.3
Total other operating activities	$	(61.8	)	$	(50.1	)
Cash paid during the period:
Interest	$	115.6		$	111.3
Income taxes	$	0.1		$	0.1
Non-cash investing activities:
Liabilities accrued for capital expenditures	$	50.5		$	34.5



KCP&L Other Operating Activities
Year to Date September 30	2014			2013
Cash flows affected by changes in:	(millions)
Receivables	$	(70.5	)	$	(40.2	)
Fuel inventories	18.3			10.4
Materials and supplies	0.5			(3.0		)
Accounts payable	(34.7		)	(66.7		)
Accrued taxes	118.2			55.3
Accrued interest	10.8			12.2
Deferred refueling outage costs	15.8			(21.8		)
Pension and post-retirement benefit obligations	23.6			41.9
Allowance for equity funds used during construction	(12.3		)	(9.1		)
Fuel recovery mechanism	1.4			(1.2		)
Solar rebates paid	(14.8		)	(4.8		)
Other	(23.9		)	(11.8		)
Total other operating activities	$	32.4		$	(38.8	)
Cash paid during the period:
Interest	$	72.9		$	73.2
Non-cash investing activities:
Liabilities accrued for capital expenditures	$	44.4		$	28.3

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3. RECEIVABLES

Great Plains Energy's and KCP&L's receivables are detailed in the following table.



	September 30				December 31
		2014				2013
Great Plains Energy		(millions)
Customer accounts receivable - billed		$	42.8			$	1.5
Customer accounts receivable - unbilled		81.2				74.6
Allowance for doubtful accounts - customer accounts receivable		(3.6		)		(2.5		)
Other receivables		113.2				88.6
Total		$	233.6			$	162.2
KCP&L
Customer accounts receivable - billed		$	28.0			$	1.3
Customer accounts receivable - unbilled		51.7				51.2
Allowance for doubtful accounts - customer accounts receivable		(1.6		)		(1.1		)
Other receivables		98.6				77.8
Total		$	176.7			$	129.2

Great Plains Energy's and KCP&L's other receivables at September 30, 2014, and December 31, 2013, consisted primarily of receivables from partners in jointly owned electric utility plants and wholesale sales receivables.

Sale of Accounts Receivable – KCP&L and GMO

KCP&L and GMO sell all of their retail electric accounts receivable to their wholly owned subsidiaries, KCP&L Receivables Company and GMO Receivables Company, respectively, which in turn sell an undivided percentage ownership interest in the accounts receivable to Victory Receivables Corporation, an independent outside investor. Each of KCP&L Receivables Company's and GMO Receivables Company's sale of the undivided percentage ownership interest in accounts receivable to Victory Receivables Corporation is accounted for as a secured borrowing with accounts receivable pledged as collateral and a corresponding short-term collateralized note payable recognized on the balance sheets. At September 30, 2014, and December 31, 2013, Great Plains Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $171.0 million and $175.0 million, respectively. At both September 30, 2014, and December 31, 2013, KCP&L's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $110.0 million.

KCP&L and GMO each sell their receivables at a fixed price based upon the expected cost of funds and charge-offs. These costs comprise KCP&L's and GMO's loss on the sale of accounts receivable. KCP&L and GMO service the receivables and receive annual servicing fees of 1.5% and 1.25%, respectively, of the outstanding principal amount of the receivables sold to KCP&L Receivables Company and GMO Receivables Company. KCP&L and GMO do not recognize a servicing asset or liability because management determined the collection agent fees earned by KCP&L and GMO approximate market value. KCP&L's agreement, which was renewed in the third quarter of 2014, expires in September 2015 and allows for $110 million in aggregate outstanding principal amount at any time. GMO's agreement, which was renewed in the third quarter of 2014, expires in September 2015 and allows for $80 million in aggregate outstanding principal through mid-November 2014 then decreases to $65 million through mid-June 2015 and then increases to $80 million through September 2015.

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Information regarding KCP&L's sale of accounts receivable to KCP&L Receivables Company and GMO's sale of accounts receivable to GMO Receivables Company is reflected in the following tables.



Three Months Ended September 30, 2014	KCP&L				KCP&L Receivables Company				Consolidated KCP&L				GMO				GMO Receivables Company				Consolidated Great Plains Energy
	(millions)
Receivables (sold) purchased		$	(472.9	)		$	472.9			$	—			$	(251.3	)		$	251.3			$	—
Gain (loss) on sale of accounts receivable ^(a)		(6.0		)		5.9				(0.1		)		(3.1		)		3.2				—
Servicing fees received (paid)		0.8				(0.8		)		—				0.4				(0.4		)		—
Fees paid to outside investor		—				(0.3		)		(0.3		)		—				(0.2		)		(0.5		)
Cash from customers (transferred) received		(471.5		)		471.5				—				(253.2		)		253.2				—
Cash received from (paid for) receivables purchased		465.6				(465.6		)		—				250.0				(250.0		)		—
Interest on intercompany note received (paid)		0.1				(0.1		)		—				—				—				—



Year to Date September 30, 2014	KCP&L				KCP&L Receivables Company				Consolidated KCP&L				GMO				GMO Receivables Company				Consolidated Great Plains Energy
	(millions)
Receivables (sold) purchased		$	(1,206.9	)		$	1,206.9			$	—			$	(643.0	)		$	643.0			$	—
Gain (loss) on sale of accounts receivable ^(a)		(15.3		)		14.9				(0.4		)		(8.1		)		7.9				(0.6		)
Servicing fees received (paid)		2.0				(2.0		)		—				1.0				(1.0		)		—
Fees paid to outside investor		—				(0.9		)		(0.9		)		—				(0.5		)		(1.4		)
Cash from customers (transferred) received		(1,187.3		)		1,187.3				—				(630.5		)		630.5				—
Cash received from (paid for) receivables purchased		1,172.4				(1,172.4		)		—				622.6				(622.6		)		—
Interest on intercompany note received (paid)		0.2				(0.2		)		—				—				—				—



Three Months Ended September 30, 2013	KCP&L				KCP&L Receivables Company				Consolidated KCP&L				GMO				GMO Receivables Company				Consolidated Great Plains Energy
	(millions)
Receivables (sold) purchased		$	(481.2	)		$	481.2			$	—			$	(264.1	)		$	264.1			$	—
Gain (loss) on sale of accounts receivable ^(a)		(6.1		)		5.8				(0.3		)		(3.4		)		3.2				(0.5		)
Servicing fees received (paid)		0.8				(0.8		)		—				0.4				(0.4		)		—
Fees paid to outside investor		—				(0.3		)		(0.3		)		—				(0.2		)		(0.5		)
Cash from customers (transferred) received		(468.5		)		468.5				—				(260.5		)		260.5				—
Cash received from (paid for) receivables purchased		462.6				(462.6		)		—				257.2				(257.2		)		—
Interest on intercompany note received (paid)		0.1				(0.1		)		—				0.1				(0.1		)		—

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Year to Date September 30, 2013	KCP&L				KCP&L Receivables Company				Consolidated KCP&L				GMO				GMO Receivables Company				Consolidated Great Plains Energy
	(millions)
Receivables (sold) purchased		$	(1,189.2	)		$	1,189.2			$	—			$	(652.2	)		$	652.2			$	—
Gain (loss) on sale of accounts receivable ^(a)		(15.1		)		14.4				(0.7		)		(8.3		)		7.9				(1.1		)
Servicing fees received (paid)		2.0				(2.0		)		—				1.0				(1.0		)		—
Fees paid to outside investor		—				(0.9		)		(0.9		)		—				(0.5		)		(1.4		)
Cash from customers (transferred) received		(1,150.8		)		1,150.8				—				(630.0		)		630.0				—
Cash received from (paid for) receivables purchased		1,136.4				(1,136.4		)		—				622.1				(622.1		)		—
Interest on intercompany note received (paid)		0.2				(0.2		)		—				0.1				(0.1		)		—

^(a) Any net gain (loss) is the result of the timing difference inherent in collecting receivables and over the life of the agreement will net to zero.

4. NUCLEAR PLANT

KCP&L owns 47% of Wolf Creek Generating Station (Wolf Creek), its only nuclear generating unit. Wolf Creek is located in Coffey County, Kansas, just northeast of Burlington, Kansas. Wolf Creek's operating license expires in 2045. Wolf Creek is regulated by the Nuclear Regulatory Commission (NRC), with respect to licensing, operations and safety-related requirements.

Spent Nuclear Fuel and High-Level Radioactive Waste

Under the Nuclear Waste Policy Act of 1982, the Department of Energy (DOE) is responsible for the permanent disposal of spent nuclear fuel. Wolf Creek paid the DOE a quarterly fee of one-tenth of a cent for each kilowatt hour (kWh) of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. KCP&L's 47% share of these costs are charged to fuel expense. The Nuclear Energy Institute, a number of individual utilities, and the National Association of Regulatory Utility Commissioners sued the DOE seeking the suspension of this fee. In January 2014, the DOE submitted a proposal to Congress to set the fee at zero and effective May 16, 2014, this fee is set at zero.

In 2010, the DOE filed a motion with the NRC to withdraw its then pending application to the NRC to construct a national repository for the disposal of spent nuclear fuel and high-level radioactive waste at Yucca Mountain, Nevada. An NRC board denied the DOE's motion to withdraw its application. In 2011, the NRC reexamined its decision and ordered the licensing board, consistent with budgetary limitations, to close out its work on the DOE's application. In August 2013, a federal court of appeals ruled that the NRC must resume its review of the DOE's application.

Wolf Creek is currently evaluating alternatives for expanding its existing on-site spent nuclear fuel storage to provide additional capacity prior to 2025. Management cannot predict when, or if, an off-site storage site or alternative disposal site will be available to receive Wolf Creek's spent nuclear fuel and will continue to monitor this activity.

Low-Level Radioactive Waste

Wolf Creek disposes of most of its low-level radioactive waste (Class A waste) at an existing third-party repository in Utah. Management expects that the site located in Utah will remain available to Wolf Creek for disposal of its Class A waste. Wolf Creek has contracted with a waste processor that will process, take title and dispose in another state most of the remainder of Wolf Creek's low-level radioactive waste (Classes B and C waste, which is higher in radioactivity but much lower in volume). Should on-site waste storage be needed in the future, Wolf Creek has current storage capacity on site for about four years' generation of Classes B and C waste and believes it will be able to expand that storage capacity as needed if it becomes necessary to do so.

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Nuclear Plant Decommissioning Costs

The Public Service Commission of the State of Missouri (MPSC) and The State Corporation Commission of the State of Kansas (KCC) require KCP&L and the other owners of Wolf Creek to submit an updated decommissioning cost study every three years and to propose funding levels. The most recent study was submitted to the MPSC and KCC in August 2014 and is the basis for the current cost of decommissioning estimates in the following table. Funding levels included in KCP&L retail rates have not changed.



		KCC		MPSC
	(millions)
Current cost of decommissioning (in 2014 dollars)
Total Station		$	765.1	$	765.1
KCP&L's 47% Share		359.6		359.6

Future cost of decommissioning (in 2045-2053 dollars) ^(a)
Total Station		$	2,201.5	$	2,253.1
KCP&L's 47% Share		1,034.7		1,059.0

Annual escalation factor		3.15%		3.22%
Annual return on trust assets ^(b)		N/A		5.68%

^(a)Total future cost over an eight year decommissioning period

^(b)The 5.68% MPSC rate of return is through 2025. The rate then systematically decreases through 2053 to 2.22% based on the assumption that the fund's investment mix will become increasingly conservative as the decommissioning period approaches. KCP&L has not yet filed a rate of return with KCC.

See Note 7 for information regarding the asset retirement obligation to decommission Wolf Creek.

Nuclear Decommissioning Trust Fund

The following table summarizes the change in Great Plains Energy's and KCP&L's nuclear decommissioning trust fund.



	September 30 2014			December 31 2013
Decommissioning Trust		(millions)
Beginning balance January 1		$	183.9		$	154.7
Contributions		2.5			3.3
Earned income, net of fees		2.8			2.7
Net realized gains		0.3			1.7
Net unrealized gains		3.7			21.5
Ending balance		$	193.2		$	183.9

The nuclear decommissioning trust is reported at fair value on the balance sheets and is invested in assets as detailed in the following table.



	September 30, 2014													December 31, 2013
	Cost Basis		Unrealized Gains			Unrealized Losses				Fair Value			Cost Basis			Unrealized Gains			Unrealized Losses				Fair Value
	(millions)
Equity securities	$	86.3		$	46.9		$	(0.4	)		$	132.8		$	83.7		$	44.6		$	(0.6	)		$	127.7
Debt securities	54.3			3.2			(0.2		)		57.3			51.0			2.5			(0.7		)		52.8
Other	3.1			—			—				3.1			3.4			—			—				3.4
Total	$	143.7		$	50.1		$	(0.6	)		$	193.2		$	138.1		$	47.1		$	(1.3	)		$	183.9

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The weighted-average maturity of debt securities held by the trust at September 30, 2014, was approximately 7 years. The costs of securities sold are determined on the basis of specific identification. The following table summarizes the realized gains and losses from the sale of securities in the nuclear decommissioning trust fund.



	Three Months Ended September 30						Year to Date September 30
	2014			2013			2014			2013
	(millions)
Realized gains	$	0.3		$	0.4		$	1.0		$	2.3
Realized losses	(0.1		)	(0.3		)	(0.7		)	(0.7		)

5. REGULATORY MATTERS

KCP&L Kansas Abbreviated Rate Case Proceedings

In December 2013, KCP&L filed an abbreviated application with KCC to request an increase to its retail revenues of $12.1 million, which was subsequently updated to $11.5 million, including the recovery of costs to reflect the completion of certain components of environmental upgrades at the La Cygne Station, construction work in progress for those components of the upgrades still under construction and updates to certain regulatory asset amortizations. The previously approved return on equity and rate-making equity ratio for KCP&L were not addressed in this case. In July 2014, KCC issued an order authorizing an increase to retail revenues of $11.5 million effective July 25, 2014.

KCP&L Kansas La Cygne Rate Case Treatment Request Proceedings

In July 2014, KCP&L filed a request with KCC to use budget amounts for its Kansas jurisdictional portion of costs for a project to install environmental upgrades at the La Cygne Station in determining its request for new retail rates in its next general rate case. KCP&L also requested to defer to a regulatory asset the Kansas jurisdictional portion of depreciation for the La Cygne project from the time the project is placed into service until the date new retail rates become effective in KCP&L's next general rate case in Kansas. In September 2014, KCC issued an order approving these requests. The La Cygne project is expected to be in-service by June 2015.

KCP&L Missouri La Cygne Construction Accounting Request Proceedings

In June 2014, KCP&L filed a request with the MPSC to use construction accounting for a project to install environmental upgrades at the La Cygne Station. Construction accounting would defer to a regulatory asset KCP&L's Missouri jurisdictional portion of carrying costs (interest) and depreciation expense on the project from the time the project is placed into service until the date new retail rates become effective in KCP&L's next general rate case in Missouri. A hearing in this case is scheduled for mid-December 2014 with an order expected in 2015. The La Cygne project is expected to be in-service by June 2015.

KCP&L Missouri Energy Efficiency Investment Act Proceedings

In June 2014, the MPSC issued an order approving KCP&L's request to recover costs for new and enhanced demand side management programs under the Missouri Energy Efficiency Investment Act (MEEIA). The costs are recovered through a rider mechanism which began in August 2014.

KCP&L Missouri Rate Case Proceedings

In October 2014, KCP&L filed an application with the MPSC to request an increase to its retail revenues of $120.9 million, with a return on equity of 10.3% and a rate-making equity ratio of 50.36%. The request includes recovery of increased transmission and property tax expenses, costs to install environmental upgrades at the La Cygne Station, upgrades at Wolf Creek and other infrastructure and system improvements made to be able to provide reliable electric service. KCP&L also requested authorization to implement a fuel adjustment clause. If approved, new rates are anticipated to be effective on or around September 30, 2015.

KCP&L and GMO Missouri Transmission Cost Accounting Authority Order Proceeding

In September 2013, KCP&L and GMO filed an application with the MPSC requesting an accounting authority order to defer transmission costs above or below the amount included in current base rates, including carrying costs, as a

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regulatory asset or liability with the recovery from or refund to Missouri retail customers to be determined in the next general rate case for each company. In July 2014, the MPSC issued its order denying KCP&L's and GMO's request.

GMO Missouri Rate Case Proceedings

On January 9, 2013, the MPSC issued an order for GMO authorizing an increase in annual revenues of $26.2 million for its Missouri Public Service division and $21.7 million for its St. Joseph Light & Power division effective January 26, 2013. In March 2014, the Missouri Court of Appeals, Western District (Court of Appeals) dismissed appeals of the January 9, 2013, MPSC order that were filed in February 2013 by GMO and the Missouri Energy Consumers Group (MECG) regarding various issues.

GMO Missouri Renewable Energy Standard Rate Adjustment Mechanism Proceedings

In April 2014, GMO filed an application with the MPSC requesting a Renewable Energy Standard Rate Adjustment Mechanism to recover costs for solar rebates and other compliance costs incurred under the Renewable Energy Standard law in Missouri through a rider mechanism. Annual recovery under the rider would not exceed 1% of GMO's annual revenue requirement as determined by the MPSC in the last rate case. In October 2014, GMO, MPSC staff and other parties entered into a non-unanimous partial stipulation and agreement to settle certain issues in the case. In November 2014, the MPSC approved the partial stipulation and agreement and the rider mechanism is expected to begin in December 2014. A hearing on the remaining issues in this case is scheduled for February 2015.

6. GOODWILL

Accounting rules require goodwill to be tested for impairment annually and when an event occurs indicating the possibility that an impairment exists. The annual impairment test for the $169.0 million of GMO acquisition goodwill was conducted on September 1, 2014. The goodwill impairment test is a two step process. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill, to identify potential impairment. If the carrying amount exceeds the fair value of the reporting unit, the second step of the test is performed, consisting of assignment of the reporting unit's fair value to its assets and liabilities to determine an implied fair value of goodwill, which is compared to the carrying amount of goodwill to determine the impairment loss, if any, to be recognized in the financial statements. Great Plains Energy's regulated electric utility operations are considered one reporting unit for assessment of impairment, as they are included within the same operating segment and have similar economic characteristics. The determination of fair value of the reporting unit consisted of two valuation techniques: an income approach consisting of a discounted cash flow analysis and a market approach consisting of a determination of reporting unit invested capital using market multiples derived from the historical revenue, EBITDA and net utility asset values and market prices of stock of electric and gas company regulated peers. The results of the two techniques were evaluated and weighted to determine a point within the range that management considered representative of fair value for the reporting unit. Fair value of the reporting unit exceeded the carrying amount, including goodwill; therefore, there was no impairment of goodwill.

7. ASSET RETIREMENT OBLIGATIONS

Asset retirement obligations (AROs) associated with tangible long-lived assets are those for which a legal obligation exists under enacted laws, statutes and written or oral contracts, including obligations arising under the doctrine of promissory estoppel. These liabilities are recognized at estimated fair value as incurred with a corresponding amount capitalized as part of the cost of the related long-lived assets and depreciated over their useful lives. Accretion of the liabilities due to the passage of time is recorded to a regulatory asset and/or liability. Changes in the estimated fair values of the liabilities are recognized when known.

KCP&L has AROs related to decommissioning Wolf Creek, site remediation of its Spearville Wind Energy Facilities, asbestos abatement and removal of storage tanks, ash ponds and landfills. GMO has AROs related to asbestos abatement and removal of storage tanks, ash ponds and landfills.

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The MPSC and KCC require KCP&L and the other owners of Wolf Creek to submit an updated decommissioning cost study every three years. The most recent study was submitted in August 2014. As a result of the new cost estimate, KCP&L increased its ARO to decommission Wolf Creek by $23.9 million.

The following table summarizes the change in Great Plains Energy's and KCP&L's AROs.



		Great Plains Energy							KCP&L
	September 30 2014				December 31 2013			September 30 2014				December 31 2013
		(millions)
Beginning balance, January 1		$	158.8			$	149.3		$	141.7			$	133.2
Revision in timing and/or estimates - Wolf Creek		23.9				—			23.9				—
Revision in timing and/or estimates - other		(0.2		)		—			(0.2		)		—
Accretion		7.5				9.5			6.7				8.5
Ending balance		$	190.0			$	158.8		$	172.1			$	141.7

8. PENSION PLANS AND OTHER EMPLOYEE BENEFITS

Great Plains Energy maintains defined benefit pension plans for substantially all active and inactive employees, including officers, of KCP&L and GMO, and its 47% ownership share of Wolf Creek Nuclear Operating Corporation (WCNOC) defined benefit plans. For the majority of employees, pension benefits under these plans reflect the employees' compensation, years of service and age at retirement; however, for union employees hired after October 1, 2013, the benefits are derived from a cash balance account formula. Effective January 1, 2014, the KCP&L non-union plan was closed to future employees. Great Plains Energy also provides certain post-retirement health care and life insurance benefits for substantially all retired employees of KCP&L, GMO and its 47% ownership share of WCNOC.

KCP&L and GMO record pension and post-retirement expense in accordance with rate orders from the MPSC and KCC that allow the difference between pension and post-retirement costs under GAAP and costs for ratemaking to be recognized as a regulatory asset or liability. This difference between financial and regulatory accounting methods is due to timing and will be eliminated over the life of the plans.

The following tables provide Great Plains Energy's components of net periodic benefit costs prior to the effects of capitalization and sharing with joint owners of power plants.



	Pension Benefits						Other Benefits
Three Months Ended September 30	2014			2013			2014			2013
Components of net periodic benefit costs	(millions)
Service cost	$	9.1		$	10.5		$	0.9		$	1.1
Interest cost	12.7			11.8			2.0			1.9
Expected return on plan assets	(12.7		)	(11.8		)	(0.7		)	(0.5		)
Prior service cost	0.2			0.5			0.8			1.8
Recognized net actuarial loss	12.4			13.7			—			0.5
Net periodic benefit costs before regulatory adjustment	21.7			24.7			3.0			4.8
Regulatory adjustment	(0.6		)	(3.3		)	1.1			(0.6		)
Net periodic benefit costs	$	21.1		$	21.4		$	4.1		$	4.2

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	Pension Benefits						Other Benefits
Year to Date September 30	2014			2013			2014			2013
Components of net periodic benefit costs	(millions)
Service cost	$	27.2		$	31.5		$	2.7		$	3.3
Interest cost	38.1			35.4			6.0			5.7
Expected return on plan assets	(38.1		)	(35.4		)	(2.1		)	(1.5		)
Prior service cost	0.6			1.5			2.4			5.4
Recognized net actuarial loss	37.2			41.1			—			1.4
Transition obligation	—			—			0.1			0.1
Net periodic benefit costs before regulatory adjustment	65.0			74.1			9.1			14.4
Regulatory adjustment	(1.4		)	(9.7		)	3.3			(1.7		)
Net periodic benefit costs	$	63.6		$	64.4		$	12.4		$	12.7

Year to date September 30, 2014, Great Plains Energy contributed $51.8 million to the pension plans and expects to contribute an additional $14.1 million in 2014 to satisfy the minimum Employee Retirement Income Security Act of 1974, as amended (ERISA) funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L. Also in 2014, Great Plains Energy expects to make contributions of $11.3 million to the post-retirement benefit plans, the majority of which is expected to be paid by KCP&L.

9. EQUITY COMPENSATION

Great Plains Energy's Long-Term Incentive Plan is an equity compensation plan approved by Great Plains Energy's shareholders. The Long-Term Incentive Plan permits the grant of restricted stock, restricted stock units, bonus shares, stock options, stock appreciation rights, limited stock appreciation rights, director shares, director deferred share units and performance shares to directors, officers and other employees of Great Plains Energy and KCP&L. Forfeiture rates are based on historical forfeitures and are reevaluated annually.

The following table summarizes Great Plains Energy's and KCP&L's equity compensation expense and the associated income tax benefit.



	Three Months Ended September 30					Year to Date September 30
		2014		2013		2014		2013
Great Plains Energy		(millions)
Equity compensation expense		$	1.0	$	1.3	$	6.4	$	3.4
Income tax benefit		0.3		0.4		2.3		1.1
KCP&L
Equity compensation expense		$	0.6	$	0.9	$	4.4	$	2.4
Income tax benefit		0.1		0.3		1.5		0.7

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Performance Shares

Performance share activity year to date September 30, 2014, is summarized in the following table. Performance adjustment represents the number of shares of common stock issued related to performance shares and can vary from the number of performance shares initially granted depending on Great Plains Energy's performance over a stated period of time.



	Performance Shares			Grant Date Fair Value*
Beginning balance January 1, 2014		430,009			$	23.52
Granted		214,946			28.78
Earned		(107,741	)		26.14
Forfeited		(975	)		24.33
Performance adjustment		(271	)
Ending balance September 30, 2014		535,968			25.11

* weighted-average

At September 30, 2014, the remaining weighted-average contractual term was 1.5 years. The weighted-average grant-date fair value of shares granted was $28.78 for the three months ended and year to date September 30, 2014. The weighted-average grant-date fair value of shares granted was $24.33 and $24.17 for the three months ended and year to date September 30, 2013, respectively. At September 30, 2014, there was $8.7 million of total unrecognized compensation expense, net of forfeiture rates, related to performance shares granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of performance shares earned and paid was $2.8 million and $2.4 million year to date September 30, 2014, and 2013, respectively.

The fair value of performance share awards is estimated using the market value of the Company's stock at the valuation date and a Monte Carlo simulation technique that incorporates assumptions for inputs of expected volatilities, dividend yield and risk-free rates. Expected volatility is based on daily stock price change during a historical period commensurate with the remaining term of the performance period of the grant. The risk-free rate is based upon the rate at the time of the evaluation for zero-coupon government bonds with a maturity consistent with the remaining performance period of the grant. The dividend yield is based on the most recent dividends paid and the actual closing stock price on the valuation date. For shares granted in 2014, inputs for expected volatility, dividend yield and risk-free rates were 18%, 3.56% and 0.63%, respectively.

Restricted Stock

Restricted stock activity year to date September 30, 2014, is summarized in the following table.



	Nonvested Restricted Stock			Grant Date Fair Value*
Beginning balance January 1, 2014		288,537			$	20.18
Granted and issued		78,293			25.69
Vested		(101,174	)		18.96
Forfeited		(612	)		24.16
Ending balance September 30, 2014		265,044			22.27

* weighted-average

At September 30, 2014, the remaining weighted-average contractual term was 1.3 years. The weighted-average grant-date fair value of shares granted was $25.10 and $25.69 for the three months ended and year to date September 30, 2014, respectively. The weighted-average grant-date fair value of shares granted was $22.65 and $22.46 for the three months ended and year to date September 30, 2013, respectively. At September 30, 2014, there was $2.6 million of total unrecognized compensation expense, net of forfeiture rates, related to nonvested restricted stock granted under the Long-Term Incentive Plan, which will be recognized over the remaining weighted-average contractual term. The total fair value of shares vested was $0.5 million and $1.9 million for the three months ended

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and year to date September 30, 2014, respectively. The total fair value of shares vested was $0.6 million and $1.2 million for the three months ended and year to date September 30, 2013, respectively.

10. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT

Great Plains Energy's $200 Million Revolving Credit Facility

Great Plains Energy's $200 million revolving credit facility with a group of banks expires in October 2018. The facility's terms permit transfers of unused commitments between this facility and the KCP&L and GMO facilities discussed below, with the total amount of the facility not exceeding $400 million at any one time. A default by Great Plains Energy or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, Great Plains Energy is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At September 30, 2014, Great Plains Energy was in compliance with this covenant. At September 30, 2014, Great Plains Energy had no outstanding cash borrowings and issued no letters of credit under the credit facility. At December 31, 2013, Great Plains Energy had $9.0 million of outstanding cash borrowings at a weighted-average interest rate of 1.94% and had issued no letters of credit under the credit facility.

KCP&L's $600 Million Revolving Credit Facility and Commercial Paper

KCP&L's $600 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2018. Great Plains Energy and KCP&L may transfer up to $200 million of unused commitments between Great Plains Energy's and KCP&L's facilities. A default by KCP&L on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, KCP&L is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At September 30, 2014, KCP&L was in compliance with this covenant. At September 30, 2014, KCP&L had $205.6 million of commercial paper outstanding at a weighted-average interest rate of 0.28%, had issued letters of credit totaling $2.7 million and had no outstanding cash borrowings under the credit facility. At December 31, 2013, KCP&L had $93.2 million of commercial paper outstanding at a weighted-average interest rate of 0.29%, had issued letters of credit totaling $3.8 million and had no outstanding cash borrowings under the credit facility.

GMO's $450 Million Revolving Credit Facility and Commercial Paper

GMO's $450 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in October 2018. Great Plains Energy and GMO may transfer up to $200 million of unused commitments between Great Plains Energy's and GMO's facilities. A default by GMO or any of its significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Under the terms of this facility, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the facility, not greater than 0.65 to 1.00 at all times. At September 30, 2014, GMO was in compliance with this covenant. At September 30, 2014, GMO had $19.4 million of commercial paper outstanding at a weighted-average interest rate of 0.28%, had issued letters of credit totaling $3.2 million and had no outstanding cash borrowings under the credit facility. At December 31, 2013, GMO had $15.0 million of commercial paper outstanding at a weighted-average interest rate of 0.66%, had issued letters of credit totaling $16.4 million and had no outstanding cash borrowings under the credit facility.

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11. LONG-TERM DEBT

Great Plains Energy's and KCP&L's long-term debt is detailed in the following table.



		September 30				December 31
	Year Due	2014				2013
KCP&L			(millions)
General Mortgage Bonds
2.95% EIRR bonds^(a)	2015-2035		$	146.4			$	146.4
7.15% Series 2009A (8.59% rate)^(b)	2019		400.0				400.0
4.65% EIRR Series 2005	2035		50.0				50.0
Senior Notes
5.85% Series (5.72% rate)^(b)	2017		250.0				250.0
6.375% Series (7.49% rate)^(b)	2018		350.0				350.0
3.15% Series	2023		300.0				300.0
6.05% Series (5.78% rate)^(b)	2035		250.0				250.0
5.30% Series	2041		400.0				400.0
EIRR Bonds
0.05% Series 2007A and 2007B^(c)	2035		146.5				146.5
2.875% Series 2008	2038		23.4				23.4
Current maturities			(14.0		)		—
Unamortized discount			(3.9		)		(4.1		)
Total KCP&L excluding current maturities			2,298.4				2,312.2
Other Great Plains Energy
GMO First Mortgage Bonds 9.44% Series	2015-2021		7.9				9.0
GMO Pollution Control Bonds
Wamego Series 1996			—				7.3
State Environmental 1993			—				5.0
GMO Senior Notes
8.27% Series	2021		80.9				80.9
3.49% Series A	2025		125.0				125.0
4.06% Series B	2033		75.0				75.0
4.74% Series C	2043		150.0				150.0
GMO Medium Term Notes
7.33% Series	2023		3.0				3.0
7.17% Series	2023		7.0				7.0
Great Plains Energy Senior Notes
6.875% Series (7.33% rate)^(b)	2017		100.0				100.0
4.85% Series	2021		350.0				350.0
5.292% Series	2022		287.5				287.5
Current maturities			(1.1		)		(1.1		)
Unamortized discount and premium, net			4.5				4.9
Total Great Plains Energy excluding current maturities			$	3,488.1			$	3,515.7


^(a)	Weighted-average interest rates at September 30, 2014


^(b)	Rate after amortizing gains/losses recognized in OCI on settlements of interest rate hedging instruments


^(c)	Variable rate

GMO Pollution Control Bonds

In January 2014, GMO made an early repayment of its $7.3 million Wamego Series 1996 and $5.0 million State Environmental 1993 tax-exempt bonds.

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12. ASSETS HELD FOR SALE

At December 31, 2013, Great Plains Energy and KCP&L had $36.2 million and $4.7 million, respectively, of assets held for sale related to the construction of two Southwest Power Pool, Inc. (SPP)-approved regional transmission projects, consisting of an approximately 30-mile, 345kV transmission line from KCP&L's and GMO's Iatan generating station to KCP&L's Nashua substation and the Missouri portion of an approximately 180-mile, 345kV transmission line from Sibley, Missouri to Nebraska City, Nebraska. In December 2013, The Federal Energy Regulatory Commission (FERC) accepted the SPP's approval of the novation of these transmission projects to Transource Missouri, LLC (Transource Missouri), a wholly owned subsidiary of Transource. The sale of the assets, at cost, to Transource Missouri was completed in January 2014, resulting in no gain or loss on the sale. Cash proceeds from the asset sale, including a true-up adjustment for the final value of assets sold, were $37.7 million and $4.7 million for Great Plains Energy and KCP&L, respectively.

13. COMMITMENTS AND CONTINGENCIES

Environmental Matters

Great Plains Energy and KCP&L are subject to extensive federal, state and local environmental laws, regulations and permit requirements relating to air and water quality, waste management and disposal, natural resources and health and safety. In addition to imposing continuing compliance obligations and remediation costs, these laws, regulations and permits authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. The cost of complying with current and future environmental requirements is expected to be material to Great Plains Energy and KCP&L. Failure to comply with environmental requirements or to timely recover environmental costs through rates could have a material effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.

Great Plains Energy's and KCP&L's current estimate of capital expenditures (exclusive of Allowance for Funds Used During Construction (AFUDC) and property taxes) to comply with current final environmental regulations where the timing is certain is approximately $700 million. The total cost of compliance with any existing, proposed or future laws and regulations may be significantly different from the cost estimate provided.

The current estimate of approximately $700 million of capital expenditures reflects costs to install environmental equipment at KCP&L's La Cygne Nos. 1 and 2 by June 2015 to comply with the Best Available Retrofit Technology (BART) rule and environmental upgrades at other coal-fired generating units through 2016 to comply with the Mercury and Air Toxics Standards (MATS) rule.

In September 2011, KCP&L commenced construction of the La Cygne projects and at September 30, 2014, had incurred approximately $468 million of cash capital expenditures, which is included in the approximate $700 million estimate above.

Great Plains Energy and KCP&L estimate that other capital projects at coal-fired generating units for compliance with the Clean Air Act and Clean Water Act based on proposed regulations or final regulations with implementation plans not yet finalized where the timing is uncertain could be approximately $600 million to $800 million for Great Plains Energy, which includes approximately $350 million to $450 million for KCP&L. These other projects are not included in the approximately $700 million estimated cost of compliance discussed above.

The Companies expect to seek recovery of the costs associated with environmental requirements through rate increases; however, there can be no assurance that such rate increases would be granted. The Companies may be subject to materially adverse rate treatment in response to competitive, economic, political, legislative or regulatory factors and/or public perception of the Companies' environmental reputation.

The following discussion groups environmental and certain associated matters into the broad categories of air and climate change, water, solid waste and remediation.

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Clean Air Act and Climate Change Overview

The Clean Air Act and associated regulations enacted by the Environmental Protection Agency (EPA) form a comprehensive program to preserve and enhance air quality. States are required to establish regulations and programs to address all requirements of the Clean Air Act and have the flexibility to enact more stringent requirements. All of Great Plains Energy's and KCP&L's generating facilities, and certain of their other facilities, are subject to the Clean Air Act.

Clean Air Interstate Rule (CAIR) and Cross-State Air Pollution Rule (CSAPR)

The CAIR requires reductions in SO₂ and NO_x emissions in 28 states, including Missouri, accomplished through statewide caps. Great Plains Energy's and KCP&L's fossil fuel-fired plants located in Missouri are subject to CAIR, while their fossil fuel-fired plants in Kansas are not.

In July 2008, the U.S. Court of Appeals for the D.C. Circuit (D.C. Circuit Court) vacated CAIR in its entirety and remanded the matter to the EPA to promulgate a new rule consistent with its opinion. In December 2008, the court issued an order reinstating CAIR pending EPA's development of a replacement regulation on remand. In July 2011, the EPA finalized the CSAPR to replace the currently-effective CAIR. The CSAPR required states within its scope to reduce power plant SO₂and NO_xemissions that contribute to ozone and fine particle nonattainment in other states. In August 2012, the D.C. Circuit Court issued its opinion in which it vacated the CSAPR and remanded the rule to the EPA to revise in accordance with its opinion. The D.C. Circuit Court directed the EPA to continue to administer the CAIR until a valid replacement is promulgated. In April 2014, the U.S. Supreme Court reversed and remanded the CSAPR back to the D.C. Circuit Court for further proceedings consistent with its opinion. In October 2014, the D.C. Circuit Court granted the EPA's motion to lift the stay of the CSAPR that had been in effect since December 2011. The EPA can now proceed with implementation of the CSAPR. KCP&L and GMO continue to comply with CAIR until resolution of the proceedings on remand at which time the Companies expect that they will be able to comply with the resulting implementation of the CSAPR.

Best Available Retrofit Technology (BART) Rule

The EPA BART rule directs state air quality agencies to identify whether visibility-reducing emissions from sources subject to BART are below limits set by the state or whether retrofit measures are needed to reduce emissions. BART applies to specific eligible facilities including KCP&L's La Cygne Nos. 1 and 2 in Kansas; KCP&L's Iatan No. 1, in which GMO has an 18% interest, and KCP&L's Montrose No. 3 in Missouri; GMO's Sibley Unit No. 3 and Lake Road Unit No. 6 in Missouri; and Westar Energy, Inc.'s (Westar) Jeffrey Unit Nos. 1 and 2 in Kansas, in which GMO has an 8% interest. Both Missouri and Kansas have approved BART plans.

KCP&L has a consent agreement with the Kansas Department of Health and Environment (KDHE) incorporating limits for stack particulate matter emissions, as well as limits for NO_x and SO₂ emissions, at its La Cygne Station that will be below the presumptive limits under BART. KCP&L further agreed to use its best efforts to install emission control technologies to reduce those emissions from the La Cygne Station prior to the required compliance date under BART, but in no event later than June 1, 2015. In August 2011, KCC issued its order on KCP&L's predetermination request that would apply to the recovery of costs for its 50% share of the environmental equipment required to comply with BART at the La Cygne Station. In the order, KCC stated that KCP&L's decision to retrofit La Cygne was reasonable, reliable, efficient and prudent and the $1.23 billion cost estimate is reasonable. If the cost for the project is at or below the $1.23 billion estimate, absent a showing of fraud or other intentional imprudence, KCC stated that it will not re-evaluate the prudency of the cost of the project. If the cost of the project exceeds the $1.23 billion estimate and KCP&L seeks to recover amounts exceeding the estimate, KCP&L will bear the burden of proving that any additional costs were prudently incurred. KCP&L's 50% share of the estimated cost is $615 million. KCP&L began the project in September 2011.

Mercury and Air Toxics Standards (MATS) Rule

In December 2011, the EPA finalized the MATS Rule that will reduce emissions of toxic air pollutants, also known as hazardous air pollutants, from new and existing coal- and oil-fired electric utility generating units

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with a capacity of greater than 25 MWs. The rule establishes numerical emission limits for mercury, particulate matter (a surrogate for non-mercury metals) and hydrochloric acid (a surrogate for acid gases). The rule establishes work practices, instead of numerical emission limits, for organic air toxics, including dioxin/furan. Compliance with the rule would need to be achieved by installing additional emission control equipment, changes in plant operation, purchasing additional power in the wholesale market or a combination of these and other alternatives. The rule allows three to four years for compliance.

Industrial Boiler Rule

In December 2012, the EPA issued a final rule that would reduce emissions of hazardous air pollutants from new and existing industrial boilers. The final rule establishes numeric emission limits for mercury, particulate matter (as a surrogate for non-mercury metals), hydrogen chloride (as a surrogate for acid gases) and carbon monoxide (as a surrogate for non-dioxin organic hazardous air pollutants). The final rule establishes emission limits for KCP&L's and GMO's existing units that produce steam other than for the generation of electricity. The final rule does not apply to KCP&L's and GMO's electricity generating boilers, but would apply to most of GMO's Lake Road boilers, which also serve steam customers, and to auxiliary boilers at other generating facilities. The rule allows three to four years for compliance.

New Source Review

The Clean Air Act's New Source Review program requires companies to obtain permits and, if necessary, install control equipment to reduce emissions when making a major modification or a change in operation if either is expected to cause a significant net increase in regulated emissions.

In 2010, Westar settled a lawsuit filed by the Department of Justice on behalf of the EPA and is installing a selective catalytic reduction (SCR) system at one of the three Jeffrey Energy Center units by the end of 2014. The Jeffrey Energy Center is 92% owned by Westar and operated exclusively by Westar. GMO has an 8% interest in the Jeffrey Energy Center and is generally responsible for its 8% share of the facility's operating costs and capital expenditures. Westar has estimated the cost of this SCR at approximately $230 million. Westar is also installing less expensive NO_xreduction equipment at the other two units and plans to complete this project in 2014. GMO expects to seek recovery of its share of these costs through rate increases; however, there can be no assurance that such rate increases would be granted.

SO₂ NAAQS

In June 2010, the EPA strengthened the primary National Ambient Air Quality Standard (NAAQS) for SO₂ by establishing a new 1-hour standard at a level of 0.075 ppm and revoking the two existing primary standards of 0.140 ppm evaluated over 24 hours and 0.030 ppm evaluated over an entire year. In July 2013, the EPA designated a part of Jackson County, Missouri, which is in the Companies' service territory, as a nonattainment area for the new 1-hour SO₂ standard. The Missouri Department of Natural Resources (MDNR) will now develop and submit their plan to the EPA to return the area to attainment of the standard, which may include stricter controls on certain industrial facilities.

Particulate Matter (PM) NAAQS

In December 2012, the EPA strengthened the annual primary NAAQS for fine particulate matter (PM2.5). With the final rule, the EPA provided recent ambient air monitoring data for the Kansas City area indicating it would be in attainment of the revised fine particle standard. States will now make recommendations to designate areas as meeting the standards or not meeting them with the EPA making the final designation.

Climate Change

The Companies are subject to existing greenhouse gas reporting regulations and certain greenhouse gas permitting requirements. Management believes it is possible that additional federal or relevant state or local laws or regulations could be enacted to address global climate change. At the international level, while the United States is not a current party to the international Kyoto Protocol, it has agreed to undertake certain voluntary actions under the non-binding Copenhagen Accord and pursuant to subsequent international discussions relating to climate change, including the establishment of a goal to reduce greenhouse gas emissions. International agreements legally binding on the United States may be reached in

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the future. Such new laws or regulations could mandate new or increased requirements to control or reduce the emission of greenhouse gases, such as CO₂, which are created in the combustion of fossil fuels. The Companies' current generation capacity is primarily coal-fired and is estimated to produce about one ton of CO₂ per MWh, or approximately 25 million tons and 18 million tons per year for Great Plains Energy and KCP&L, respectively.

Legislation concerning the reduction of emissions of greenhouse gases, including CO₂, is being considered at the federal and state levels. The timing and effects of any such legislation cannot be determined at this time. In the absence of new Congressional mandates, the EPA is proceeding with the regulation of greenhouse gases under the existing Clean Air Act.

In June 2013, United States President Barack Obama announced a climate action plan and issued a presidential memorandum to address one element of the plan which is to reduce power plant carbon pollution. The memorandum directs the EPA to:

(1) issue a proposed and final rule addressing new units in a timely fashion;

(2) issue proposed carbon pollution standards, regulations or guidelines, as appropriate, for modified, reconstructed and existing power plants by no later than June 1, 2014;

(3) issue final standards, regulations or guidelines, as appropriate, for modified, reconstructed and existing power plants by no later than June 1, 2015;

(4) include in the guidelines addressing existing power plants a requirement that states submit to the EPA the implementation plans by no later than June 30, 2016; and

(5) engage with states, leaders in the power sector and other stakeholders on issues related to the rules.

In September 2013, the EPA proposed new source performance standards for emissions of CO₂ for new affected fossil-fuel-fired electric utility generating units. This action pursuant to the Clean Air Act would, for the first time, set national limits on the amount of CO₂ that power plants built in the future can emit. The proposal would not apply to Great Plains Energy's and KCP&L's existing units including modifications to those units.

In June 2014, the EPA proposed its Clean Power Plan which sets emission guidelines for states to follow in developing plans to address greenhouse gas emissions from existing fossil fuel-fired electric generating units. Specifically, the EPA is proposing state-specific goals based on a rate per ton for CO₂emissions from the power sector, as well as guidelines for states to follow in developing plans to achieve the state-specific goals. Nationwide, by 2030, the EPA states the rule would achieve CO₂ emission reductions from the power sector of approximately 30% from CO₂ emission levels in 2005.

The EPA has proposed an interim CO₂ goal rate reduction in Kansas and Missouri (average of 2020-2029) of 19% and 17%, respectively, and 2030 targets in Kansas and Missouri of 23% and 21%, respectively. The baseline for these reductions are 2012 CO₂ emissions adjusted by the EPA in the proposed rule. Each state will have the flexibility to design a program to meet its goal in a manner that reflects its particular circumstances and energy and environmental policy objectives. Each state can do so alone or can collaborate with other states on multi-state plans that may provide additional opportunities for cost savings and flexibility.

Greenhouse gas legislation or regulation has the potential of having significant financial and operational impacts on Great Plains Energy and KCP&L, including the potential costs and impacts of achieving compliance with limits that may be established. However, the ultimate financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until such legislation is passed and/or regulations are issued. Management will continue to monitor the progress of relevant legislation and regulations.

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Laws have been passed in Missouri and Kansas, the states in which the Companies' retail electric businesses are operated, setting renewable energy standards, and management believes that national clean or renewable energy standards are also possible. While management believes additional requirements addressing these matters will possibly be enacted, the timing, provisions and impact of such requirements, including the cost to obtain and install new equipment to achieve compliance, cannot be reasonably estimated at this time.

A Kansas law enacted in May 2009 required Kansas public electric utilities, including KCP&L, to have renewable energy generation capacity equal to at least 10% of their three-year average Kansas peak retail demand by 2011 increasing to 15% by 2016 and 20% by 2020. A Missouri law enacted in November 2008 required at least 2% of the electricity provided by Missouri investor-owned utilities (including KCP&L and GMO) to their Missouri retail customers to come from renewable resources, including wind, solar, biomass and hydropower, by 2011, increasing to 5% in 2014, 10% in 2018, and 15% in 2021, with a small portion (estimated to be about 2 MW for each of KCP&L and GMO) required to come from solar resources.

KCP&L and GMO project that they will be compliant with the Missouri renewable requirements, exclusive of the solar energy requirement, through 2036 and 2034, respectively. KCP&L and GMO project that the acquisition of solar renewable energy credits will be sufficient for compliance with the Missouri solar energy requirements for the foreseeable future. KCP&L also projects that it will be compliant with the Kansas renewable requirements through 2023.

Clean Water Act

The Clean Water Act and associated regulations enacted by the EPA form a comprehensive program to restore and preserve water quality. Like the Clean Air Act, states are required to establish regulations and programs to address all requirements of the Clean Water Act, and have the flexibility to enact more stringent requirements. All of Great Plains Energy's and KCP&L's generating facilities, and certain of their other facilities, are subject to the Clean Water Act.

In May 2014, the EPA finalized regulations pursuant to Section 316(b) of the Clean Water Act regarding cooling water intake structures pursuant to a court approved settlement. KCP&L generation facilities with cooling water intake structures are subject to the best technology available standards based on studies completed to comply with standards. The rule provides flexibility to work with the states to develop the best technology available to minimize aquatic species impacted by being pinned against intake screens (impingement) or drawn into cooling water systems (entrainment). Although the impact on Great Plains Energy's and KCP&L's operations will not be known until after the studies are completed and reviewed by Kansas and Missouri, it could have a significant effect on Great Plains Energy's and KCP&L's results of operations, financial position and cash flows.

KCP&L holds a permit from the MDNR covering water discharge from its Hawthorn Station. The permit authorizes KCP&L to, among other things, withdraw water from the Missouri River for cooling purposes and return the heated water to the Missouri River. KCP&L has applied for a renewal of this permit and the EPA has submitted an interim objection letter regarding the allowable amount of heat that can be contained in the returned water. Until this matter is resolved, KCP&L continues to operate under its current permit. KCP&L cannot predict the outcome of this matter; however, while less significant outcomes are possible, this matter may require KCP&L to reduce its generation at Hawthorn Station, install cooling towers or both, any of which could have a significant impact on KCP&L's results of operations, financial position and cash flows. The outcome could also affect the terms of water permit renewals at KCP&L's Iatan Station and at GMO's Sibley and Lake Road Stations.

In April 2013, the EPA proposed to revise the technology-based effluent limitations guidelines and standards regulation to make the existing controls on discharges from steam electric power plants more stringent. The proposal sets the first federal limits on the levels of toxic metals in wastewater that can be discharged from power plants. The new requirements for existing power plants would be phased in between 2017 and 2022. The EPA is under a consent decree to take final action on the proposed rule by September 2015.

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The proposal includes a variety of options to reduce pollutants that are discharged into waterways from coal ash, air pollution control waste and other waste from steam electric power plants. Depending on the option, the proposed rule would establish new or additional requirements for wastewaters associated with the following processes and byproducts at certain KCP&L and GMO stations: flue gas desulfurization, fly ash, bottom ash, flue gas mercury control, combustion residual leachate from landfills and surface impoundments, and non-chemical metal cleaning wastes.

The EPA also announced its intention to align this proposal with a related rule for coal combustion residuals (CCRs) proposed in May 2010 under the Resource Conservation and Recovery Act (RCRA). The EPA is considering establishing best management practices requirements that would apply to surface impoundments containing CCRs. The cost of complying with the proposed rules has the potential of having a significant financial and operational impact on Great Plains Energy and KCP&L. However, the financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until the final regulation is enacted.

Solid Waste

Solid and hazardous waste generation, storage, transportation, treatment and disposal are regulated at the federal and state levels under various laws and regulations. In May 2010, the EPA proposed to regulate CCRs under the RCRA to address the risks from the disposal of CCRs generated from the combustion of coal at electric generating facilities. The EPA is considering two options in this proposal. Under the first option, the EPA would regulate CCRs as special wastes under subtitle C of RCRA (hazardous), when they are destined for disposal in landfills or surface impoundments. Under the second option, the EPA would regulate disposal of CCRs under subtitle D of RCRA (non-hazardous). The Companies use coal in generating electricity and dispose of the CCRs in both on-site facilities and facilities owned by third parties. The cost of complying with the proposed CCR rule has the potential of having a significant financial and operational impact on Great Plains Energy and KCP&L. However, the financial and operational consequences to Great Plains Energy and KCP&L cannot be determined until an option is selected by the EPA and the final regulation is enacted. The EPA has committed to take final action regarding the proposed revision of RCRA subtitle D regulations by December 2014.

Remediation

Certain federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), hold current and previous owners or operators of contaminated facilities and persons who arranged for the disposal or treatment of hazardous substances liable for the cost of investigation and cleanup. CERCLA and other laws also authorize the EPA and other agencies to issue orders compelling potentially responsible parties to clean up sites that are determined to present an actual or potential threat to human health or the environment. GMO is named as a potentially responsible party at a disposal site for polychlorinated biphenyl (PCB) contamination, and retains some environmental liability for several operations and investments it no longer owns. In addition, GMO also owns, or has acquired liabilities from companies that once owned or operated, former manufactured gas plant (MGP) sites, which are subject to the supervision of the EPA and various state environmental agencies.

At September 30, 2014, and December 31, 2013, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site. The amount accrued was established on an undiscounted basis and KCP&L does not currently have an estimated time frame over which the accrued amount may be paid.

In addition to the $0.3 million accrual above, at September 30, 2014, and December 31, 2013, Great Plains Energy had $1.4 million accrued for the future investigation and remediation of certain additional GMO identified MGP sites and retained liabilities. This estimate was based upon review of the potential costs associated with conducting investigative and remedial actions at identified sites, as well as the likelihood of whether such actions will be necessary. This estimate could change materially after further investigation, and could also be affected by the actions of environmental agencies and the financial viability of other potentially responsible parties; however, given the uncertainty of these items the possible loss or range of loss in excess of the amount accrued is not estimable.

GMO has pursued recovery of remediation costs from insurance carriers and other potentially responsible parties. As a result of a settlement with an insurance carrier, approximately $1.3 million in insurance proceeds less

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an annual deductible is available to GMO to recover qualified MGP remediation expenses. GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted.

14. LEGAL PROCEEDINGS

GMO Western Energy Crisis

In response to complaints of manipulation of the California energy market, FERC issued an order in July 2001 requiring net sellers of power in the California markets from October 2, 2000, through June 20, 2001, at prices above a FERC-determined competitive market clearing price, to make refunds to net purchasers of power in the California market during that time period. Because MPS Merchant was a net purchaser of power during the refund period, it has received approximately $8 million in refunds through settlements with certain sellers of power. MPS Merchant estimates that it is entitled to approximately $12 million in additional refunds under the standards FERC has used in this case. FERC has stated that interest will be applied to the refunds but the amount of interest has not yet been determined.

In December 2001, various parties appealed the July 2001 FERC order to the United States Court of Appeals for the Ninth Circuit (Ninth Circuit) seeking review of a number of issues, including expansion of the refund period to include periods prior to October 2, 2000 (the Summer Period). MPS Merchant was a net seller of power during the Summer Period. On August 2, 2006, the Ninth Circuit issued an order finding, among other things, that FERC did not provide a sufficient justification for refusing to exercise its remedial authority under the Federal Power Act to determine whether market participants violated FERC-approved tariffs during the Summer Period. The court remanded the matter to FERC for further consideration. If FERC determines that MPS Merchant violated then-existing tariffs or laws during the Summer Period and that such violations affected market clearing prices in California, MPS Merchant could be found to owe refunds. Due to the uncertainties remaining in the case, the potential refund or range of potential refunds owed by MPS Merchant are not reasonably estimable.

15. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS

KCP&L employees manage GMO's business and operate its facilities at cost, including GMO's 18% ownership interest in KCP&L's Iatan Nos. 1 and 2. The operating expenses and capital costs billed from KCP&L to GMO were $41.4 million and $128.6 million, respectively, for the three months ended and year to date September 30, 2014. These costs totaled $45.1 million and $148.7 million, respectively, for the same periods in 2013. Additionally, KCP&L and GMO engage in wholesale electricity transactions with each other. KCP&L's net wholesale sales to GMO were $1.6 million and $12.6 million for the three months ended and year to date September 30, 2014, respectively. KCP&L's net wholesale sales to GMO were $9.6 million and $19.6 million, respectively, for the same periods in 2013.

KCP&L and GMO are also authorized to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO from Great Plains Energy and between KCP&L and GMO. At December 31, 2013, KCP&L had a money pool payable to GMO of $0.2 million.

The following table summarizes KCP&L's related party net receivables.



	September 30			December 31
		2014			2013
		(millions)
Net receivable from GMO		$	36.7		$	32.7
Net receivable from Great Plains Energy		36.7			17.5

16. DERIVATIVE INSTRUMENTS

Great Plains Energy and KCP&L are exposed to a variety of market risks including interest rates and commodity prices. Management has established risk management policies and strategies to reduce the potentially adverse effects that the volatility of the markets may have on Great Plains Energy's and KCP&L's operating results. Great

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Plains Energy's and KCP&L's interest rate risk management activities have included using derivative instruments to hedge against future interest rate fluctuations on anticipated debt issuances. Commodity risk management activities, including the use of certain derivative instruments, are subject to the management, direction and control of an internal commodity risk committee. Management maintains commodity price risk management strategies that use derivative instruments to reduce the effects of fluctuations in wholesale sales, fuel and purchased power expense caused by commodity price volatility.

Counterparties to commodity derivatives expose Great Plains Energy and KCP&L to credit loss in the event of nonperformance. This credit loss is limited to the cost of replacing these contracts at current market rates. Derivative instruments, excluding those instruments that qualify for the normal purchases and normal sales (NPNS) election, which are accounted for by accrual accounting, are recorded on the balance sheet at fair value as an asset or liability. Changes in the fair value of derivative instruments are recognized currently in net income unless specific hedge accounting criteria are met, except hedges for KCP&L's Kansas jurisdiction and GMO's utility operations that are recorded to a regulatory asset or liability consistent with KCC and MPSC regulatory orders.

Great Plains Energy and KCP&L have posted collateral, in the ordinary course of business, for the aggregate fair value of all derivative instruments with credit risk-related contingent features that are in a liability position. At September 30, 2014, Great Plains Energy and KCP&L have posted collateral in excess of the aggregate fair value of their derivative instruments; therefore, if the credit risk-related contingent features underlying these agreements were triggered, Great Plains Energy and KCP&L would not be required to post additional collateral to their counterparties. For derivative contracts with counterparties under master netting arrangements, Great Plains Energy and KCP&L can net all receivables and payables with each respective counterparty.

Commodity Risk Management

KCP&L's risk management policy uses derivative instruments to mitigate exposure to market price fluctuations for wholesale power. KCP&L has designated these financial contracts as economic hedges (non-hedging derivatives). The fair values of these instruments are recorded as derivative assets or liabilities with an offsetting entry to the consolidated statements of income.

KCP&L and GMO have Transmission Congestion Rights (TCR) that they utilize to hedge against congestion costs and protect load prices in the SPP Integrated Marketplace, which began operations in March 2014. These financial contracts have been designated as economic hedges (non-hedging derivatives). The fair values of these instruments assigned to KCP&L's Missouri jurisdiction are recorded as derivative assets or liabilities with an offsetting entry recorded to electric revenue. The fair values of these instruments assigned to KCP&L's Kansas jurisdiction and GMO are recorded as derivative assets or liabilities with an offsetting entry recorded to a regulatory asset or liability. For KCP&L's Kansas jurisdiction and GMO, the settlement costs are included in their fuel recovery mechanisms. A regulatory asset or liability is recorded to reflect the change in the timing of recognition authorized by KCC and MPSC. Recovery of actual costs will not impact earnings, but will impact cash flows due to the timing of the recovery mechanism.

GMO's risk management policy uses derivative instruments to mitigate price exposure to natural gas price volatility in the market. At September 30, 2014, GMO had financial contracts in place to hedge approximately 31%, 20% and 4% of the expected on-peak natural gas generation and natural gas equivalent purchased power price exposure for the remainder of 2014, 2015 and 2016, respectively. The fair value of the portfolio will settle against actual purchases of natural gas and purchased power. GMO has designated its natural gas hedges as economic hedges (non-hedging derivatives). In connection with GMO's 2005 Missouri electric rate case, it was agreed that the settlement costs of these contracts would be recognized in fuel expense. The settlement cost is included in GMO's fuel recovery mechanism. A regulatory asset or liability is recorded to reflect the change in the timing of recognition authorized by the MPSC. Recovery of actual costs will not impact earnings, but will impact cash flows due to the timing of the recovery mechanism.

MPS Merchant, which has certain long-term natural gas contracts remaining from its former non-regulated trading operations, manages the daily delivery of its remaining contractual commitments with economic hedges (non-hedging derivatives) to reduce its exposure to changes in market prices. Within the trading portfolio, MPS

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Merchant takes certain positions to hedge physical sale or purchase contracts. MPS Merchant records the fair value of physical trading energy contracts as derivative assets or liabilities with an offsetting entry to the consolidated statements of income.

The gross notional contract amount and recorded fair values of open positions for derivative instruments are summarized in the following table. The fair values of these derivatives are recorded on the consolidated balance sheets. The fair values below are gross values before netting agreements and netting of cash collateral.



	September 30					December 31
	2014					2013
	Notional Contract Amount		Fair Value			Notional Contract Amount		Fair Value
Great Plains Energy	(millions)
Futures contracts
Non-hedging derivatives	$	9.0	$	(0.3	)	$	19.3	$	(0.6	)
Forward contracts
Non-hedging derivatives	39.4		4.5			47.7		5.2
Transmission congestion rights
Non-hedging derivatives	37.7		1.8			22.9		1.7
Option contracts
Non-hedging derivatives	3.0		0.3			4.8		1.2
KCP&L
Futures contracts
Non-hedging derivatives	$	—	$	—		$	7.7	$	(0.2	)
Transmission congestion rights
Non-hedging derivatives	31.8		2.7			18.0		1.1

The fair values of Great Plains Energy's and KCP&L's open derivative positions and balance sheet classification are summarized in the following tables. The fair values below are gross values before netting agreements and netting of cash collateral.

Great Plains Energy

Balance Sheet

Asset Derivatives

Liability Derivatives

September 30, 2014

Classification

Fair Value

Derivatives Not Designated as Hedging Instruments

(millions)

Commodity contracts

Other

9.1

2.8

December 31, 2013

Derivatives Not Designated as Hedging Instruments

Commodity contracts

Other

8.5

1.0

KCP&L

Balance Sheet

Asset Derivatives

Liability Derivatives

September 30, 2014

Classification

Fair Value

Derivatives Not Designated as Hedging Instruments

(millions)

Commodity contracts

Other

4.0

1.3

December 31, 2013

Derivatives Not Designated as Hedging Instruments

Commodity contracts

Other

1.2

0.3

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The following tables provide information regarding Great Plains Energy's and KCP&L's offsetting of derivative assets and liabilities.



Great Plains Energy
											Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized			Gross Amounts Offset in the Statement of Financial Position				Net Amounts Presented in the Statement of Financial Position			Financial Instruments			Cash Collateral Received			Net Amount
September 30, 2014	(millions)
Derivative assets		$	9.1		$	(1.8	)		$	7.3		$	—		$	—		$	7.3
Derivative liabilities		2.8			(1.9		)		0.9			—			—			0.9
December 31, 2013
Derivative assets		$	8.5		$	(0.7	)		$	7.8		$	—		$	—		$	7.8
Derivative liabilities		1.0			(0.9		)		0.1			—			—			0.1



KCP&L
											Gross Amounts Not Offset in the Statement of Financial Position
Description	Gross Amounts Recognized			Gross Amounts Offset in the Statement of Financial Position				Net Amounts Presented in the Statement of Financial Position			Financial Instruments			Cash Collateral Received			Net Amount
September 30, 2014	(millions)
Derivative assets		$	4.0		$	(1.3	)		$	2.7		$	—		$	—		$	2.7
Derivative liabilities		1.3			(1.3		)		—			—			—			—
December 31, 2013
Derivative assets		$	1.2		$	(0.1	)		$	1.1		$	—		$	—		$	1.1
Derivative liabilities		0.3			(0.3		)		—			—			—			—

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See Note 18 for information regarding amounts reclassified out of accumulated other comprehensive loss for Great Plains Energy and KCP&L.

Great Plains Energy's accumulated OCI at September 30, 2014, includes $9.2 million that is expected to be reclassified to expenses over the next twelve months. KCP&L's accumulated OCI at September 30, 2014, includes $8.8 million that is expected to be reclassified to expenses over the next twelve months.

The following tables summarize the amounts of gain (loss) recognized for the change in fair value of commodity contract derivatives not designated as hedging instruments for Great Plains Energy and KCP&L.



Great Plains Energy
	Three Months Ended September 30						Year to Date September 30
Derivatives Not Designated as Hedging Instruments		2014			2013		2014			2013
Location of Gain (Loss)		(millions)
Electric revenues		$	(10.0	)	$	—	$	(12.3	)	$	—
Fuel		0.8			0.1		1.8			(0.5		)
Purchased power		(4.8		)	—		(4.4		)	—
Regulatory asset		3.2			0.2		(0.9		)	(1.4		)
Regulatory liability		(0.2		)	—		—			—
Total		$	(11.0	)	$	0.3	$	(15.8	)	$	(1.9	)



KCP&L
	Three Months Ended September 30						Year to Date September 30
Derivatives Not Designated as Hedging Instruments		2014			2013		2014			2013
Location of Gain (Loss)		(millions)
Electric revenues		$	(10.0	)	$	—	$	(12.3	)	$	—
Fuel		1.0			0.4		1.1			1.0
Regulatory asset		1.7			—		(0.5		)	—
Total		$	(7.3	)	$	0.4	$	(11.7	)	$	1.0

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17. FAIR VALUE MEASUREMENTS

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad categories, giving the highest priority to quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. A definition of the various levels, as well as discussion of the various measurements within the levels, is as follows:

Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets that Great Plains Energy and KCP&L have access to at the measurement date.

Level 2 – Market-based inputs for assets or liabilities that are observable (either directly or indirectly) or inputs that are not observable but are corroborated by market data.

Level 3 – Unobservable inputs, reflecting Great Plains Energy's and KCP&L's own assumptions about the assumptions market participants would use in pricing the asset or liability.

Great Plains Energy and KCP&L record cash and cash equivalents and short-term borrowings on the balance sheet at cost, which approximates fair value due to the short-term nature of these instruments.

Great Plains Energy and KCP&L record long-term debt on the balance sheet at amortized cost. The fair value of long-term debt is measured as a Level 2 liability and is based on quoted market prices, with the incremental borrowing rate for similar debt used to determine fair value if quoted market prices are not available. At September 30, 2014, the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3.5 billion and $3.9 billion, respectively. At December 31, 2013, the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3.5 billion and $3.7 billion, respectively. At September 30, 2014, the book value and fair value of KCP&L's long-term debt, including current maturities, were $2.3 billion and $2.6 billion, respectively. At December 31, 2013, the book value and fair value of KCP&L's long-term debt, including current maturities, were $2.3 billion and $2.5 billion, respectively.

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The following tables include Great Plains Energy's and KCP&L's balances of financial assets and liabilities measured at fair value on a recurring basis at September 30, 2014, and December 31, 2013.



Description	September 30 2014			Netting^(e)				Level 1			Level 2			Level 3
KCP&L		(millions)
Assets
Nuclear decommissioning trust ^(a)
Equity securities		$	132.8		$	—			$	132.8		$	—		$	—
Debt securities
U.S. Treasury		22.3			—				22.3			—			—
U.S. Agency		3.4			—				—			3.4			—
State and local obligations		4.0			—				—			4.0			—
Corporate bonds		27.1			—				—			27.1			—
Foreign governments		0.5			—				—			0.5			—
Cash equivalents		2.9			—				2.9			—			—
Other		0.2			—				—			0.2			—
Total nuclear decommissioning trust		193.2			—				158.0			35.2			—
Self-insured health plan trust ^(b)
Equity securities		1.3			—				1.3			—			—
Debt securities		8.2			—				—			8.2			—
Cash and cash equivalents		6.0			—				6.0			—			—
Total self-insured health plan trust		15.5			—				7.3			8.2			—
Derivative instruments ^(c)		2.7			(1.3		)		—			—			4.0
Total		211.4			(1.3		)		165.3			43.4			4.0
Liabilities
Derivative instruments ^(c)		—			(1.3		)		—			—			1.3
Total		$	—		$	(1.3	)		$	—		$	—		$	1.3
Other Great Plains Energy
Assets
Derivative instruments ^(c)		$	4.6		$	(0.5	)		$	—		$	3.6		$	1.5
SERP rabbi trusts ^(d)
Equity securities		0.1			—				0.1			—			—
Fixed income funds		18.0			—				—			18.0			—
Total SERP rabbi trusts		18.1			—				0.1			18.0			—
Total		22.7			(0.5		)		0.1			21.6			1.5
Liabilities
Derivative instruments ^(c)		0.9			(0.6		)		0.3			—			1.2
Total		$	0.9		$	(0.6	)		$	0.3		$	—		$	1.2
Great Plains Energy
Assets
Nuclear decommissioning trust ^(a)		$	193.2		$	—			$	158.0		$	35.2		$	—
Self-insured health plan trust ^(b)		15.5			—				7.3			8.2			—
Derivative instruments ^(c)		7.3			(1.8		)		—			3.6			5.5
SERP rabbi trusts ^(d)		18.1			—				0.1			18.0			—
Total		234.1			(1.8		)		165.4			65.0			5.5
Liabilities
Derivative instruments ^(c)		0.9			(1.9		)		0.3			—			2.5
Total		$	0.9		$	(1.9	)		$	0.3		$	—		$	2.5

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Description	December 31 2013				Netting^(e)				Level 1			Level 2				Level 3
KCP&L		(millions)
Assets
Nuclear decommissioning trust ^(a)
Equity securities		$	127.7			$	—			$	127.7		$	—			$	—
Debt securities
U.S. Treasury		21.2				—				21.2			—				—
U.S. Agency		2.8				—				—			2.8				—
State and local obligations		3.9				—				—			3.9				—
Corporate bonds		24.4				—				—			24.4				—
Foreign governments		0.5				—				—			0.5				—
Cash equivalents		3.8				—				3.8			—				—
Other		(0.4		)		—				—			(0.4		)		—
Total nuclear decommissioning trust		183.9				—				152.7			31.2				—
Self-insured health plan trust ^(b)
Equity securities		0.9				—				0.9			—				—
Debt securities		9.3				—				0.5			8.8				—
Cash and cash equivalents		3.4				—				3.4			—				—
Other		1.2				—				—			1.2				—
Total self-insured health plan trust		14.8				—				4.8			10.0				—
Derivative instruments ^(c)		1.1				(0.1		)		0.1			—				1.1
Total		199.8				(0.1		)		157.6			41.2				1.1
Liabilities
Derivative instruments ^(c)		—				(0.3		)		0.3			—				—
Total		$	—			$	(0.3	)		$	0.3		$	—			$	—
Other Great Plains Energy
Assets
Derivative instruments ^(c)		$	6.7			$	(0.6	)		$	0.2		$	4.9			$	2.2
SERP rabbi trusts ^(d)
Equity securities		0.1				—				0.1			—				—
Fixed income funds		18.6				—				—			18.6				—
Total SERP rabbi trusts		18.7				—				0.1			18.6				—
Total		25.4				(0.6		)		0.3			23.5				2.2
Liabilities
Derivative instruments ^(c)		0.1				(0.6		)		0.6			0.1				—
Total		$	0.1			$	(0.6	)		$	0.6		$	0.1			$	—
Great Plains Energy
Assets
Nuclear decommissioning trust ^(a)		$	183.9			$	—			$	152.7		$	31.2			$	—
Self-insured health plan trust ^(b)		14.8				—				4.8			10.0				—
Derivative instruments ^(c)		7.8				(0.7		)		0.3			4.9				3.3
SERP rabbi trusts ^(d)		18.7				—				0.1			18.6				—
Total		225.2				(0.7		)		157.9			64.7				3.3
Liabilities
Derivative instruments ^(c)		0.1				(0.9		)		0.9			0.1				—
Total		$	0.1			$	(0.9	)		$	0.9		$	0.1			$	—


^(a)	Fair value is based on quoted market prices of the investments held by the fund and/or valuation models.


^(b)	Fair value is based on quoted market prices of the investments held by the trust. Debt securities classified as Level 1 are comprised of U.S. Treasury securities. Debt securities classified as Level 2 are comprised of corporate bonds, U.S. Agency, state and local obligations, and other asset-backed securities.

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^(c)

The fair value of derivative instruments is estimated using market quotes, over-the-counter forward price and volatility curves and correlations among fuel prices, net of estimated credit risk. Derivative instruments classified as Level 1 represent exchange traded derivative instruments. Derivative instruments classified as Level 2 represent non-exchange traded derivative instruments traded in over-the-counter markets. Derivative instruments classified as Level 3 represent non-exchange traded derivatives traded in over-the-counter markets for which observable market data is not available to corroborate the valuation inputs and TCRs valued at the most recent auction price in the SPP Integrated Marketplace.


^(d)	Fair value is based on quoted market prices and/or valuation models for equity securities and Net Asset Value (NAV) per share for fixed income funds.


^(e)	Represents the difference between derivative contracts in an asset or liability position presented on a net basis by counterparty on the consolidated balance sheets where a master netting agreement exists between the Company and the counterparty. At September 30, 2014, and December 31, 2013, Great Plains Energy netted $0.1 million and $0.2 million of cash collateral posted with counterparties.

The following tables reconcile the beginning and ending balances for all Level 3 assets measured at fair value on a recurring basis.



Great Plains Energy
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Instruments
	2014			2013
	(millions)
Net asset at July 1	$	0.6		$	1.9
Total realized/unrealized gains (losses):
included in electric revenue	(10.0		)	—
included in purchased power expense	(4.8		)	—
included in non-operating income	2.2			1.0
included in regulatory liability	3.4			—
Purchases	1.7			—
Settlements	9.9			(1.3		)
Net asset at September 30	$	3.0		$	1.6
Total unrealized gains (losses) relating to assets still on the consolidated balance sheet at September 30:
included in electric revenue	$	1.9		$	—
included in non-operating income	$	(0.2	)	$	(0.3	)
included in regulatory liability	$	3.4		$	—



Great Plains Energy
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Instruments
		2014			2013
		(millions)
Net asset at January 1		$	3.3		$	2.3
Total realized/unrealized gains (losses):
included in electric revenue		(12.3		)	—
included in purchased power expense		(4.4		)	—
included in non-operating income		13.3			5.3
included in regulatory asset		(0.7		)	—
Purchases		15.1			—
Settlements		(11.3		)	(6.0		)
Net asset at September 30		$	3.0		$	1.6
Total unrealized gains (losses) relating to assets still on the consolidated balance sheet at September 30:
included in electric revenue		$	(0.6	)	$	—
included in non-operating income		$	—		$	(0.4	)
included in regulatory asset		$	(0.7	)	$	—

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KCP&L
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Instruments
		2014
		(millions)
Net asset at July 1		$	0.9
Total realized/unrealized gains (losses):
included in electric revenue		(10.0		)
included in regulatory liability		1.7
Purchases		1.3
Settlements		8.8
Net asset at September 30		$	2.7
Total unrealized gains (losses) relating to assets still on the consolidated balance sheet at September 30:
included in electric revenue		$	1.9
included in regulatory liability		$	1.7



KCP&L
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Instruments
		2014
		(millions)
Net asset at January 1		$	1.1
Total realized/unrealized gains (losses):
included in electric revenue		(12.3		)
included in regulatory asset		(0.5		)
Purchases		13.1
Settlements		1.3
Net asset at September 30		$	2.7
Total unrealized gains (losses) relating to assets still on the consolidated balance sheet at September 30:
included in electric revenue		$	(0.6	)
included in regulatory asset		$	(0.5	)

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18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables reflect the change in the balances of each component of accumulated other comprehensive loss for Great Plains Energy and KCP&L.



Great Plains Energy
	Gains and Losses on Cash Flow Hedges^(a)				Defined Benefit Pension Items^(a)				Total^(a)
Year to Date September 30, 2014	(millions)
Beginning balance January 1		$	(23.8	)		$	(1.5	)	$	(25.3	)
Amounts reclassified from accumulated other comprehensive loss		6.6				0.3			6.9
Net current period other comprehensive income		6.6				0.3			6.9
Ending balance September 30		$	(17.2	)		$	(1.2	)	$	(18.4	)
Year to Date September 30, 2013
Beginning balance January 1		$	(35.4	)		$	(3.0	)	$	(38.4	)
Amounts reclassified from accumulated other comprehensive loss		8.9				0.3			9.2
Net current period other comprehensive income		8.9				0.3			9.2
Ending balance September 30		$	(26.5	)		$	(2.7	)	$	(29.2	)

^(a) Net of tax



KCP&L
	Gains and Losses on Cash Flow Hedges^(a)
Year to Date September 30, 2014	(millions)
Beginning balance January 1		$	(20.2	)
Amounts reclassified from accumulated other comprehensive loss		3.9
Net current period other comprehensive income		3.9
Ending balance September 30		$	(16.3	)
Year to Date September 30, 2013
Beginning balance January 1		$	(25.8	)
Amounts reclassified from accumulated other comprehensive loss		4.2
Net current period other comprehensive income		4.2
Ending balance September 30		$	(21.6	)

^(a) Net of tax

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The following tables reflect the effect on certain line items of net income from amounts reclassified out of each component of accumulated other comprehensive loss for Great Plains Energy and KCP&L.



Great Plains Energy
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Income Statement
Three Months Ended September 30	2014			2013
	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts	$	(2.3	)	$	(4.6	)	Interest charges
	(2.3		)	(4.6		)	Income before income tax expense and income (loss) from equity investments
	1.0			1.8			Income tax benefit
	$	(1.3	)	$	(2.8	)	Net income
Amortization of defined benefit pension items
Net losses included in net periodic benefit costs	$	(0.1	)	$	(0.1	)	Utility operating and maintenance expenses
	(0.1		)	(0.1		)	Income before income tax expense and income (loss) from equity investments
	$	(0.1	)	$	(0.1	)	Net income

Total reclassifications, net of tax	$	(1.4	)	$	(2.9	)	Net income
Year to Date September 30	2014			2013
	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts	$	(10.9	)	$	(14.3	)	Interest charges
Commodity contracts	—			(0.2		)	Fuel
	(10.9		)	(14.5		)	Income before income tax expense and income (loss) from equity investments
	4.3			5.6			Income tax benefit
	$	(6.6	)	$	(8.9	)	Net income
Amortization of defined benefit pension items
Net losses included in net periodic benefit costs	$	(0.4	)	$	(0.4	)	Utility operating and maintenance expenses
	(0.4		)	(0.4		)	Income before income tax expense and income (loss) from equity investments
	0.1			0.1			Income tax benefit
	$	(0.3	)	$	(0.3	)	Net income

Total reclassifications, net of tax	$	(6.9	)	$	(9.2	)	Net income

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KCP&L
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Income Statement
Three Months Ended September 30	2014			2013
	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts	$	(2.1	)	$	(2.1	)	Interest charges
	(2.1		)	(2.1		)	Income before income tax expense
	0.9			0.7			Income tax benefit
Total reclassifications, net of tax	$	(1.2	)	$	(1.4	)	Net income
Year to Date September 30	2014			2013
	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts	$	(6.5	)	$	(6.5	)	Interest charges
Commodity contracts	—			(0.2		)	Fuel
	(6.5		)	(6.7		)	Income before income tax expense
	2.6			2.5			Income tax benefit
Total reclassifications, net of tax	$	(3.9	)	$	(4.2	)	Net income

19. TAXES

Components of income tax expense are detailed in the following tables.



	Three Months Ended September 30						Year to Date September 30
Great Plains Energy	2014			2013			2014			2013
Current income taxes	(millions)
Federal	$	(0.7	)	$	1.0		$	(0.6	)	$	1.0
State	(0.1		)	(0.4		)	—			(0.3		)
Total	(0.8		)	0.6			(0.6		)	0.7
Deferred income taxes
Federal	69.0			67.9			100.6			105.4
State	12.9			13.3			19.7			21.3
Total	81.9			81.2			120.3			126.7
Noncurrent income taxes
Federal	—			—			(2.4		)	—
State	—			—			(0.3		)	(0.2		)
Foreign	(6.2		)	0.1			(6.2		)	(0.2		)
Total	(6.2		)	0.1			(8.9		)	(0.4		)
Investment tax credit
Deferral	—			0.3			—			0.3
Amortization	(0.2		)	(0.4		)	(1.0		)	(1.3		)
Total	(0.2		)	(0.1		)	(1.0		)	(1.0		)
Income tax expense	$	74.7		$	81.8		$	109.8		$	126.0

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	Three Months Ended September 30						Year to Date September 30
KCP&L	2014			2013			2014			2013
Current income taxes	(millions)
Federal	$	33.8		$	(0.6	)	$	34.5		$	(1.2	)
State	5.9			(0.4		)	6.1			(0.5		)
Total	39.7			(1.0		)	40.6			(1.7		)
Deferred income taxes
Federal	10.9			55.0			26.2			75.6
State	2.9			10.9			6.8			15.9
Total	13.8			65.9			33.0			91.5
Noncurrent income taxes
Federal	—			(10.1		)	—			(9.0		)
State	—			(1.7		)	—			(1.5		)
Total	—			(11.8		)	—			(10.5		)
Investment tax credit
Deferral	—			0.3			—			0.3
Amortization	(0.2		)	(0.3		)	(0.7		)	(0.8		)
Total	(0.2		)	—			(0.7		)	(0.5		)
Income tax expense	$	53.3		$	53.1		$	72.9		$	78.8

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.



	Three Months Ended September 30				Year to Date September 30
Great Plains Energy	2014		2013		2014		2013
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%	35.0	%
Differences between book and tax depreciation not normalized	(0.3	)	(0.5	)	(0.5	)	(0.2	)
Amortization of investment tax credits	(0.1	)	(0.2	)	(0.3	)	(0.4	)
Federal income tax credits	(1.8	)	(1.6	)	(3.0	)	(2.8	)
State income taxes	3.7		3.7		3.7		3.8
Changes in uncertain tax positions, net	(2.8	)	0.1		(1.8	)	(0.1	)
Other	(0.1	)	(0.1	)	(0.2	)	(0.2	)
Effective income tax rate	33.6	%	36.4	%	32.9	%	35.1	%



	Three Months Ended September 30				Year to Date September 30
KCP&L	2014		2013		2014		2013
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%	35.0	%
Differences between book and tax depreciation not normalized	(0.2	)	(0.9	)	(0.7	)	(0.6	)
Amortization of investment tax credits	(0.2	)	(0.2	)	(0.4	)	(0.3	)
Federal income tax credits	(2.4	)	(2.2	)	(4.3	)	(4.2	)
State income taxes	3.9		3.8		3.8		3.8
Changes in uncertain tax positions, net	—		0.1		—		—
Other	—		(0.1	)	(0.1	)	(0.2	)
Effective income tax rate	36.1	%	35.5	%	33.3	%	33.5	%

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Uncertain Tax Positions

At September 30, 2014, and December 31, 2013, Great Plains Energy had $2.7 million and $9.8 million, respectively, of liabilities related to unrecognized tax benefits. Of these amounts, $0.4 million and $6.5 million at September 30, 2014, and December 31, 2013, respectively are expected to impact the effective tax rate if recognized. The $7.1 million decrease in unrecognized tax benefits is primarily due to a decrease of $6.1 million of unrecognized tax benefits related to former GMO non-regulated operations.

The following table reflects activity for Great Plains Energy related to the liability for unrecognized tax benefits.



	September 30 2014				December 31 2013
	(millions)
Beginning balance January 1		$	9.8			$	21.4
Reductions for current year tax positions		(0.2		)		(0.3		)
Reductions for prior year tax positions		(6.9		)		(10.5		)
Statute expirations		—				(0.3		)
Foreign currency translation adjustments		—				(0.5		)
Ending balance		$	2.7			$	9.8

Great Plains Energy recognizes interest related to unrecognized tax benefits in interest expense and penalties in non-operating expenses. At September 30, 2014, amounts accrued for interest and penalties related to unrecognized tax benefits for Great Plains Energy were insignificant. At December 31, 2013, amounts accrued for interest and penalties with respect to unrecognized tax benefits for Great Plains Energy were $3.2 million and $0.6 million, respectively. Year to date September 30, 2014, Great Plains Energy recognized a decrease of $3.2 million of interest expense for unrecognized tax benefits primarily due to a decrease in interest expense related to unrecognized tax benefits of former GMO non-regulated operations.

The Company is unable to estimate the amount of unrecognized tax benefits for Great Plains Energy that may be recognized in the next twelve months.

20. SEGMENTS AND RELATED INFORMATION

Great Plains Energy has one reportable segment based on its method of internal reporting, which segregates reportable segments based on products and services, management responsibility and regulation. The one reportable business segment is electric utility, consisting of KCP&L, GMO's regulated utility operations and GMO Receivables Company. Other includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges. The summary of significant accounting policies applies to the reportable segment. Segment performance is evaluated based on net income.

The following tables reflect summarized financial information concerning Great Plains Energy's reportable segment.



Three Months Ended September 30, 2014	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	782.5			$	—			$	—		$	782.5
Depreciation and amortization		(76.6		)		—				—			(76.6		)
Interest (charges) income		(44.9		)		(6.8		)		8.1			(43.6		)
Income tax (expense) benefit		(81.0		)		6.3				—			(74.7		)
Net income		140.3				7.1				—			147.4

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Year to Date September 30, 2014	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	2,016.0			$	—			$	—		$	2,016.0
Depreciation and amortization		(226.7		)		—				—			(226.7		)
Interest (charges) income		(137.9		)		(31.1		)		27.7			(141.3		)
Income tax (expense) benefit		(118.8		)		9.0				—			(109.8		)
Net income		221.1				2.2				—			223.3



Three Months Ended September 30, 2013	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	765.0			$	—			$	—		$	765.0
Depreciation and amortization		(73.3		)		—				—			(73.3		)
Interest (charges) income		(46.7		)		(13.6		)		11.4			(48.9		)
Income tax (expense) benefit		(83.6		)		1.8				—			(81.8		)
Net income (loss)		145.4				(2.3		)		—			143.1



Year to Date September 30, 2013	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	1,907.5			$	—			$	—		$	1,907.5
Depreciation and amortization		(216.1		)		—				—			(216.1		)
Interest (charges) income		(141.9		)		(42.7		)		36.6			(148.0		)
Income tax (expense) benefit		(130.1		)		4.1				—			(126.0		)
Net income (loss)		238.5				(5.8		)		—			232.7



	Electric Utility			Other			Eliminations				Great Plains Energy
September 30, 2014		(millions)
Assets		$	10,473.4		$	115.6		$	(414.3	)		$	10,174.7
Capital expenditures^(a)		553.3			—			—				553.3
December 31, 2013
Assets		$	10,019.6		$	105.6		$	(329.8	)		$	9,795.4
Capital expenditures^(a)		669.0			—			—				669.0

^(a)Capital expenditures reflect year to date amounts for the periods presented.

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

GREAT PLAINS ENERGY INCORPORATED

EXECUTIVE SUMMARY

Description of Business

Great Plains Energy is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries.

Great Plains Energy's sole reportable business segment is electric utility. Electric utility consists of KCP&L, a regulated utility, GMO's regulated utility operations, which include its Missouri Public Service and St. Joseph Light & Power divisions, and GMO Receivables Company. Electric utility has approximately 6,600 MWs of generating capacity and engages in the generation, transmission, distribution and sale of electricity to approximately 836,100

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customers in the states of Missouri and Kansas. Electric utility's retail electricity rates are comparable to the national average of investor-owned utilities.

Great Plains Energy's corporate and other activities not included in the sole reportable business segment includes GMO activity other than its regulated utility operations, GPETHC and unallocated corporate charges.

Earnings Overview

Great Plains Energy's earnings available for common shareholders for the three months ended September 30, 2014, increased to $147.0 million or $0.95 per share from $142.7 million or $0.93 per share for the same period in 2013 primarily driven by:


•	a $9.4 million decrease in gross margin due to unfavorable weather partially offset by new retail rates and energy efficiency programs under MEEIA consisting of recovery of program costs, which have a direct offset in utility operating and maintenance expense, and recovery of throughput disincentive;


•	a $6.1 million decrease in utility operating and maintenance expenses primarily due to decreased operating and maintenance expenses at Wolf Creek and at coal units partially offset by increased program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue;


•	a $3.3 million increase in depreciation and amortization expense driven by capital additions;


•	a $5.3 million decrease in interest expense primarily due to interest related to the release of uncertain tax positions in the third quarter of 2014; and


•	a $7.1 million decrease in income tax expense due to income tax benefits related to the release of uncertain tax positions in the third quarter of 2014 and decreased pre-tax income.

Great Plains Energy's earnings available for common shareholders year to date September 30, 2014, decreased to $222.1 million or $1.44 per share from $231.5 million or $1.51 per share for the same period in 2013 driven by:


•	a $21.6 million increase in gross margin due to an increase in weather-normalized retail demand, new retail rates and energy efficiency programs under MEEIA consisting of recovery of program costs, which have a direct offset in utility operating and maintenance expense, and recovery of throughput disincentive;

•

a $36.4 million increase in utility operating and maintenance expenses driven by increased Wolf Creek operating and maintenance expenses primarily due to a planned mid-cycle maintenance outage that began in March 2014 and ended in May 2014 as well as increased amortization from a planned refueling outage that began in February 2013 and ended in April 2013; increased program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue; increased expenses at coal units primarily due to planned and unplanned outages; and increased transmission and distribution operating and maintenance expenses;


•	a $10.6 million increase in depreciation and amortization expense driven by capital additions;


•	a $6.7 million decrease in interest expense primarily due to interest related to the release of uncertain tax positions in the third quarter of 2014;


•	a $9.9 million increase in general taxes due to increased property taxes; and


•	a $16.2 million decrease in income tax expense due to income tax benefits related to the release of uncertain tax positions in the third quarter of 2014 and decreased pre-tax income.

Gross margin is a financial measure that is not calculated in accordance with GAAP. See the explanation of gross margin and the reconciliation to GAAP operating revenues under Great Plains Energy's Results of Operations for further information.

For additional information regarding the change in earnings, refer to Great Plains Energy Results of Operations and Electric Utility Results of Operations sections within this Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

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Regulatory Proceedings

See Note 5 to the consolidated financial statements for information regarding regulatory proceedings.

Impact of Recently Issued Accounting Standard

See Note 1 to the consolidated financial statements for information regarding the impact of ASU No. 2014-09, Revenue from Contracts with Customers, which was issued by the FASB in May 2014.

Wolf Creek Mid-Cycle Maintenance Outage and Refueling Outage

Wolf Creek began a mid-cycle maintenance outage on March 8, 2014, and the unit returned to service on May 13, 2014. Wolf Creek's latest refueling outage was from February 4, 2013 to April 15, 2013. The next refueling outage is planned to begin in the first quarter of 2015.

ENVIRONMENTAL MATTERS

See Note 13 to the consolidated financial statements for information regarding environmental matters.

RELATED PARTY TRANSACTIONS

See Note 15 to the consolidated financial statements for information regarding related party transactions.

GREAT PLAINS ENERGY RESULTS OF OPERATIONS

The following table summarizes Great Plains Energy's comparative results of operations.



	Three Months Ended September 30						Year to Date September 30
	2014			2013			2014			2013
	(millions)
Operating revenues	$	782.5		$	765.0		$	2,016.0		$	1,907.5
Fuel	(142.3		)	(156.6		)	(392.9		)	(410.0		)
Purchased power	(61.2		)	(25.7		)	(185.7		)	(99.4		)
Transmission	(19.3		)	(13.6		)	(55.6		)	(37.9		)
Gross margin ^(a)	559.7			569.1			1,381.8			1,360.2
Other operating expenses	(219.9		)	(224.1		)	(689.8		)	(642.7		)
Depreciation and amortization	(76.6		)	(73.3		)	(226.7		)	(216.1		)
Operating income	263.2			271.7			465.3			501.4
Non-operating income and expenses	2.6			2.3			9.0			5.7
Interest charges	(43.6		)	(48.9		)	(141.3		)	(148.0		)
Income tax expense	(74.7		)	(81.8		)	(109.8		)	(126.0		)
Income (loss) from equity investments	(0.1		)	(0.2		)	0.1			(0.4		)
Net income	147.4			143.1			223.3			232.7
Preferred dividends	(0.4		)	(0.4		)	(1.2		)	(1.2		)
Earnings available for common shareholders	$	147.0		$	142.7		$	222.1		$	231.5


^(a)	Gross margin is a non-GAAP financial measure. See explanation of gross margin below.

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Three Months Ended September 30, 2014, Compared to September 30, 2013

Electric utility's net income decreased $5.1 million for the three months ended September 30, 2014, compared to the same period in 2013 primarily driven by:


•	a $9.4 million decrease in gross margin primarily due to:


•	an estimated $16 million decrease due to unfavorable weather driven by a 13% decrease in cooling degree days;


•	an estimated $3 million increase from new retail rates in Kansas effective July 25, 2014; and


•	a $4.6 million increase from energy efficiency programs under MEEIA consisting of $3.2 million for recovery of program costs, which have a direct offset in utility operating and maintenance expense, and $1.4 million for recovery of throughput disincentive;


•	a $4.6 million decrease in other operating expenses primarily due to decreased operating and maintenance expenses at Wolf Creek and at coal units partially offset by a $3.2 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue;


•	a $3.3 million increase in depreciation and amortization expense driven by capital additions; and


•	a $2.6 million decrease in income tax expense primarily due to decreased pre-tax income.

Great Plains Energy's corporate and other activities earnings increased $9.4 million for the three months ended September 30, 2014, compared to the same period in 2013 primarily driven by the release of uncertain tax positions related to former GMO non-regulated operations in the third quarter of 2014 which resulted in:


•	a $2.1 million decrease in after-tax interest expense; and


•	$6.1 million of income tax benefits.

Year to Date September 30, 2014, Compared to September 30, 2013

Electric utility's net income decreased $17.4 million year to date September 30, 2014, compared to the same period in 2013 primarily driven by:


•	a $21.6 million increase in gross margin primarily due to:


•	an estimated $7 million increase due to an increase in weather-normalized retail demand;


•	an estimated $12 million increase from new retail rates in Missouri effective January 26, 2013 and in Kansas effective July 25, 2014; and


•	an $8.2 million increase from energy efficiency programs under MEEIA consisting of $6.0 million for recovery of program costs, which have a direct offset in utility operating and maintenance expense, and $2.2 million for recovery of throughput disincentive;


•	a $46.3 million increase in other operating expenses primarily driven by:


•	an $11.3 million increase in Wolf Creek operating and maintenance expenses primarily due to a planned mid-cycle outage that began in March 2014 and concluded in May 2014 as well as increased amortization from a planned refueling outage that began in February 2013 and ended in April 2013, where costs are deferred and amortized between refueling outages;


•	a $6.0 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue;

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•	a $6.8 million increase in operating and maintenance expense at coal units primarily due to planned and unplanned outages;


•	a $7.5 million increase in transmission and distribution operating and maintenance expenses; and


•	a $10.0 million increase in general taxes due to increased property taxes;


•	a $10.6 million increase in depreciation expense due to capital additions;


•	a $4.0 million decrease in interest expense due to:


•	a $2.1 million decrease from the remarketing of KCP&L's Series 1992, 1993A and 2007B EIRR bonds at lower interest rates in April 2013; and


•	a $2.0 million increase in the debt component of AFUDC resulting from a higher average construction work in progress balance in 2014 due to environmental upgrades at KCP&L's La Cygne Station and pipe replacement for the essential service water system at the Wolf Creek nuclear unit; and


•	an $11.3 million decrease in income tax expense due to decreased pre-tax income.

Great Plains Energy's corporate and other activities earnings increased $8.0 million year to date September 30, 2014, compared to the same period in 2013 driven by the release of uncertain tax positions related to former GMO non-regulated operations in the third quarter of 2014 which resulted in:


•	a $2.1 million decrease in after-tax interest expense; and


•	$6.1 million of income tax benefits.

Gross Margin

Gross margin is a financial measure that is not calculated in accordance with GAAP. Gross margin, as used by Great Plains Energy and KCP&L, is defined as operating revenues less fuel, purchased power and transmission. Expenses for fuel, purchased power and transmission, offset by wholesale sales margin, are subject to recovery through cost adjustment mechanisms, except for KCP&L's Missouri retail operations. As a result, operating revenues increase or decrease in relation to a significant portion of these expenses. Management believes that gross margin provides a more meaningful basis for evaluating electric utility's operations across periods than operating revenues because gross margin excludes the revenue effect of fluctuations in these expenses. Gross margin is used internally to measure performance against budget and in reports for management and the Board. The Companies' definition of gross margin may differ from similar terms used by other companies.

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ELECTRIC UTILITY RESULTS OF OPERATIONS

The following table summarizes the electric utility segment results of operations.



	Three Months Ended September 30						Year to Date September 30
	2014			2013			2014			2013
	(millions)
Operating revenues	$	782.5		$	765.0		$	2,016.0		$	1,907.5
Fuel	(142.3		)	(156.6		)	(392.9		)	(410.0		)
Purchased power	(61.2		)	(25.7		)	(185.7		)	(99.4		)
Transmission	(19.3		)	(13.6		)	(55.6		)	(37.9		)
Gross margin ^(a)	559.7			569.1			1,381.8			1,360.2
Other operating expenses	(218.9		)	(223.5		)	(687.0		)	(640.7		)
Depreciation and amortization	(76.6		)	(73.3		)	(226.7		)	(216.1		)
Operating income	264.2			272.3			468.1			503.4
Non-operating income and expenses	2.0			3.4			9.7			7.1
Interest charges	(44.9		)	(46.7		)	(137.9		)	(141.9		)
Income tax expense	(81.0		)	(83.6		)	(118.8		)	(130.1		)
Net income	$	140.3		$	145.4		$	221.1		$	238.5


^(a)	Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.

Electric Utility Gross Margin and MWh Sales

The following tables summarize electric utility's gross margin and MWhs sold.



	Revenues and Costs						%		MWhs Sold		%
Three Months Ended September 30	2014			2013			Change		2014	2013	Change
Retail revenues	(millions)								(thousands)
Residential	$	319.7		$	345.2		(7	)%	2,509	2,737	(8	)%
Commercial	288.4			285.2			1	%	2,913	2,905	—	%
Industrial	62.8			61.4			2	%	831	813	2	%
Other retail revenues	5.0			5.0			—	%	28	28	1	%
Kansas property tax surcharge	1.3			(0.2		)	N/M		N/A	N/A	N/A
Energy efficiency (MEEIA)^(b)	8.6			4.0			N/M		N/A	N/A	N/A
Fuel recovery mechanisms	12.0			5.3			N/M		N/A	N/A	N/A
Total retail	697.8			705.9			(1	)%	6,281	6,483	(3	)%
Wholesale revenues	72.6			48.1			51	%	2,711	1,829	48	%
Other revenues	12.1			11.0			9	%	N/A	N/A	N/A
Operating revenues	782.5			765.0			2	%	8,992	8,312	8	%
Fuel	(142.3		)	(156.6		)	(9	)%
Purchased power	(61.2		)	(25.7		)	139	%
Transmission	(19.3		)	(13.6		)	42	%
Gross margin ^(a)	$	559.7		$	569.1		(2	)%


^(a)	Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.


^(b)	Consists of recovery of program costs of $5.9 million and $2.7 million for the three months ended September 30, 2014, and 2013, respectively, that have a direct offset in utility operating and maintenance expenses and recovery of throughput disincentive of $2.7 million and $1.3 million for the three months ended September 30, 2014, and 2013, respectively.

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	Revenues and Costs						%		MWhs Sold		%
Year to Date September 30	2014			2013			Change		2014	2013	Change
Retail revenues	(millions)								(thousands)
Residential	$	793.4		$	796.9		—	%	6,964	6,959	—	%
Commercial	756.0			745.7			1	%	8,238	8,095	2	%
Industrial	169.5			163.9			3	%	2,419	2,331	4	%
Other retail revenues	15.0			15.5			(3	)%	86	88	(2	)%
Kansas property tax surcharge	3.0			(0.2		)	N/M		N/A	N/A	N/A
Energy efficiency (MEEIA)^(b)	16.8			8.6			N/M		N/A	N/A	N/A
Fuel recovery mechanisms	41.2			19.4			N/M		N/A	N/A	N/A
Total retail	1,794.9			1,749.8			3	%	17,707	17,473	1	%
Wholesale revenues	183.2			121.1			51	%	6,093	4,460	37	%
Other revenues	37.9			36.6			3	%	N/A	N/A	N/A
Operating revenues	2,016.0			1,907.5			6	%	23,800	21,933	9	%
Fuel	(392.9		)	(410.0		)	(4	)%
Purchased power	(185.7		)	(99.4		)	87	%
Transmission	(55.6		)	(37.9		)	47	%
Gross margin ^(a)	$	1,381.8		$	1,360.2		2	%


^(a)	Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.


^(b)	Consists of the recovery of program costs of $11.6 million and $5.6 million year to date September 30, 2014, and 2013, respectively, that have a direct offset in utility operating and maintenance expenses and recovery of throughput disincentive of $5.2 million and $3.0 million year to date September 30, 2014, and 2013, respectively.

Electric utility's gross margin decreased $9.4 million for the three months ended September 30, 2014, compared to the same period in 2013 primarily driven by:


•	an estimated $16 million decrease due to unfavorable weather driven by a 13% decrease in cooling degree days;


•	an estimated $3 million increase from new retail rates in Kansas effective July 25, 2014; and


•	a $4.6 million increase from energy efficiency programs under MEEIA consisting of $3.2 million for recovery of program costs, which have a direct offset in utility operating and maintenance expense, and $1.4 million for recovery of throughput disincentive.

Electric utility's gross margin increased $21.6 million year to date September 30, 2014, compared to the same period in 2013 primarily driven by:


•	an estimated $7 million increase due to an increase in weather-normalized retail demand;


•	an estimated $12 million increase from new retail rates in Missouri effective January 26, 2013 and in Kansas effective July 25, 2014; and


•	an $8.2 million increase from energy efficiency programs under MEEIA consisting of $6.0 million for recovery of program costs, which have a direct offset in utility operating and maintenance expense, and $2.2 million for recovery of throughput disincentive.

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Electric Utility Other Operating Expenses (including utility operating and maintenance expenses, general taxes and other)

Electric utility's other operating expenses decreased $4.6 million for the three months ended September 30, 2014, compared to the same period in 2013 primarily due to decreased operating and maintenance expenses at Wolf Creek and at coal units partially offset by a $3.2 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue.

Electric utility's other operating expenses increased $46.3 million year to date September 30, 2014, compared to the same period in 2013 primarily due to:


•	an $11.3 million increase in Wolf Creek operating and maintenance expenses primarily due to a planned mid-cycle outage that began in March 2014 and concluded in May 2014 as well as increased amortization from a planned refueling outage that began in February 2013 and ended in April 2013, where costs are deferred and amortized between refueling outages;


•	a $6.0 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue;


•	a $6.8 million increase in operating and maintenance expense at coal units primarily due to planned and unplanned outages;


•	a $7.5 million increase in transmission and distribution operating and maintenance expenses; and


•	a $10.0 million increase in general taxes due to increased property taxes.

Electric Utility Depreciation and Amortization

Electric utility's depreciation and amortization increased $3.3 million and $10.6 million for the three months ended and year to date September 30, 2014, respectively, compared to the same period in 2013 due to capital additions.

Electric Utility Interest Charges

Electric utility's interest charges decreased $4.0 million year to date September 30, 2014, compared to the same period in 2013 due to:


•	a $2.1 million decrease from the remarketing of KCP&L's Series 1992, 1993A and 2007B EIRR bonds at lower interest rates in April 2013; and


•	a $2.0 million increase in the debt component of AFUDC resulting from a higher average construction work in progress balance in 2014 due to environmental upgrades at KCP&L's La Cygne Station and pipe replacement for the essential service water system at the Wolf Creek nuclear unit.

Electric Utility Income Tax Expense

Electric utility's income tax expense decreased $2.6 million and $11.3 million for the three months ended and year to date September 30, 2014, respectively, compared to the same periods in 2013 primarily due to decreased pre-tax income.

GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES

(September 30, 2014, compared to December 31, 2013)


•	Great Plains Energy's receivables, net increased $71.4 million primarily due to seasonal increases in customer accounts receivable.


•	Great Plains Energy's fuel inventories decreased $23.3 million primarily due to a decrease in coal inventory driven by longer cycle times for coal deliveries.


•	Assets held for sale decreased $36.2 million to reflect the sale of KCP&L's and GMO's SPP-approved regional transmission projects to Transource Missouri in January 2014.


•	Great Plains Energy's commercial paper increased $116.8 million due to borrowings for capital expenditures, pension funding contributions and the timing of other cash payments.

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•	Great Plains Energy's accrued taxes increased $84.7 million primarily due to the timing of property tax payments.


•	Great Plains Energy's deferred income taxes - deferred credits and other liabilities increased $120.8 million primarily due to an increase in temporary differences and the projected utilization of net operating loss carryforwards.


•	Great Plains Energy's asset retirement obligations increased $31.2 million primarily due to an increase in the asset retirement obligation related to the decommissioning of Wolf Creek as a result of the updated Wolf Creek decommissioning cost study. See Note 7 to the consolidated financial statements for additional information.

CAPITAL REQUIREMENTS AND LIQUIDITY

Great Plains Energy operates through its subsidiaries and has no material assets other than the stock of its subsidiaries. Great Plains Energy's ability to make payments on its debt securities and its ability to pay dividends are dependent on its receipt of dividends or other distributions from its subsidiaries, proceeds from the issuance of its securities and borrowing under its revolving credit facility.

Great Plains Energy's capital requirements are principally comprised of debt maturities and electric utility's construction and other capital expenditures. These items as well as additional cash and capital requirements are discussed below.

Great Plains Energy's liquid resources at September 30, 2014, consisted of $12.8 million of cash and cash equivalents on hand and $1,038.1 million of unused bank lines of credit. The unused lines consisted of $200.0 million from Great Plains Energy's revolving credit facility, $391.7 million from KCP&L's credit facilities and $446.4 million from GMO's credit facilities. See Note 10 to the consolidated financial statements for more information on the revolving credit facilities. Generally, Great Plains Energy uses these liquid resources to meet its day-to-day cash flow requirements, and from time to time issues equity and/or long-term debt to repay short-term debt or increase cash balances.

Great Plains Energy intends to meet day-to-day cash flow requirements including interest payments, retirement of maturing debt, construction requirements, dividends and pension benefit plan funding requirements with a combination of internally generated funds and proceeds from short-term debt. From time to time, Great Plains Energy issues equity and/or long-term debt to repay short-term debt or increase cash balances. Great Plains Energy's intention to meet a portion of these requirements with internally generated funds may be impacted by the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with environmental regulations and the availability of generating units. In addition, Great Plains Energy may issue equity, equity-linked securities and/or debt to finance growth.

Cash Flows from Operating Activities

Great Plains Energy generated positive cash flows from operating activities for the periods presented. The $21.2 million decrease in cash flows from operating activities for Great Plains Energy year to date September 30, 2014, compared to the same period in 2013 was primarily driven by:


•	a $9.4 million decrease in net income;


•	a $23.8 million increase in solar rebates paid to customers;


•	a $15.4 million increase related to pension and post-retirement benefit costs primarily driven by the timing of cash contributions; and


•	a $37.6 million decrease in deferred refueling outage costs due to Wolf Creek's latest refueling outage in the first half of 2013.

Other changes in working capital are detailed in Note 2 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations.

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Cash Flows from Investing Activities

Great Plains Energy's cash used for investing activities varies with the timing of utility capital expenditures and purchases of investments and nonutility property. Investing activities are offset by proceeds from the sale of properties and insurance recoveries.

Great Plains Energy's utility capital expenditures increased $67.1 million year to date September 30, 2014, compared to the same period in 2013 primarily due to an increase in cash utility capital expenditures related to infrastructure and system improvements offset by a decrease in expenditures related to environmental upgrades at KCP&L's La Cygne Station.

In January 2014, KCP&L and GMO completed the sale of two SPP-approved regional transmission projects to Transource Missouri for cash proceeds of $37.7 million. See Note 12 to the consolidated financial statements for additional information regarding the sale.

Cash Flows from Financing Activities

Great Plains Energy's cash flows from financing activities year to date September 30, 2014, reflect short-term borrowings for capital expenditures, pension funding contributions and other cash payments.

Great Plains Energy's cash flows from financing activities year to date September 30, 2013, reflect KCP&L's issuance, at a discount, of $300.0 million of 3.15% Senior Notes that mature in 2023 and the remarketing of $112.8 million of EIRR bonds previously held by KCP&L, with the proceeds used to repay short-term borrowings. In August 2013, GMO issued $350.0 million of senior notes under a note purchase agreement and used the proceeds to repay a $248.7 million intercompany loan from Great Plains Energy and repay short-term borrowings. Great Plains Energy used the proceeds from GMO to repay its $250.0 million 2.75% Senior Notes that matured in August 2013.

Impact of Credit Ratings on Liquidity

The ratings of Great Plains Energy's, KCP&L's and GMO's securities by the credit rating agencies impact their liquidity, including the cost of borrowings under their revolving credit agreements and in the capital markets. The Companies view maintenance of strong credit ratings as extremely important to their access to and cost of debt financing and to that end maintain an active and ongoing dialogue with the agencies with respect to results of operations, financial position and future prospects. While a decrease in these credit ratings would not cause any acceleration of Great Plains Energy's, KCP&L's or GMO's debt, it could increase interest charges under Great Plains Energy's 6.875% Senior Notes due 2017 or Great Plains Energy's, KCP&L's and GMO's revolving credit agreements. A decrease in credit ratings could also have, among other things, an adverse impact, which could be material, on Great Plains Energy's, KCP&L's and GMO's access to capital, the cost of funds, the ability to recover actual interest costs in state regulatory proceedings, the type and amounts of collateral required under supply agreements and Great Plains Energy's ability to provide credit support for its subsidiaries.

On May 1, 2014, Standard & Poor's made the following rating changes for the securities of Great Plains Energy, KCP&L and GMO:


•	Outlook for Great Plains Energy, KCP&L and GMO from Positive to Stable;


•	Corporate credit rating for Great Plains Energy from BBB to BBB+;


•	Preferred stock rating for Great Plains Energy from BB+ to BBB-;


•	Senior unsecured debt for Great Plains Energy from BBB- to BBB;


•	Senior secured debt for KCP&L from A- to A; and


•	Senior unsecured debt for KCP&L and GMO from BBB to BBB+.

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency.

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Financing Authorization

Under stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain common equity at not less than 30% and 35%, respectively, of total capitalization (including only the amount of short-term debt in excess of the amount of construction work in progress). KCP&L's long-term financing activities are subject to the authorization of the MPSC. In July 2014, the MPSC authorized KCP&L to issue up to $350.0 million of long-term debt and enter into interest rate hedging instruments in connection with such debt through June 30, 2016. KCP&L has not utilized any of this authorization.

In October 2012, FERC authorized KCP&L to have outstanding at any time up to a total of $1.0 billion in short-term debt instruments through December 2014, conditioned on KCP&L's borrowing costs not exceeding the greater of: (i) 2.25% over LIBOR; (ii) the greater of 1.25% over the prime rate, 1.75% over the federal funds rate, and 2.25% over LIBOR; or (iii) 2.25% over the A2/P-2 nonfinancial commercial paper rate most recently published by the Federal Reserve at the time of the borrowing. The authorization is subject to four restrictions: (i) proceeds of debt backed by utility assets must be used for utility purposes; (ii) if any utility assets that secure authorized debt are divested or spun off, the debt must follow the assets and also be divested or spun off; (iii) if any proceeds of the authorized debt are used for non-utility purposes, the debt must follow the non-utility assets (specifically, if the non-utility assets are divested or spun off, then a proportionate share of the debt must follow the divested or spun off non-utility assets); and (iv) if utility assets financed by the authorized short-term debt are divested or spun off to another entity, a proportionate share of the debt must also be divested or spun off. At September 30, 2014, there was $794.4 million available under this authorization. In September 2014, KCP&L filed a request with FERC for authorization to issue up to a total of $1.0 billion in short-term debt instruments effective December 2014 through December 2016, subject to the same terms as the previous authorization which expires in December 2014.

In January 2014, FERC authorized GMO to have outstanding at any time up to a total of $750.0 million in short-term debt instruments through March 2016, conditioned on GMO's borrowing costs not exceeding the greater of 2.25% over LIBOR or 1.75% over the prime rate or federal funds rate, as applicable, and subject to the same four restrictions as the KCP&L FERC short-term authorization discussed in the preceding paragraph. At September 30, 2014, there was $730.6 million available under this authorization.

KCP&L and GMO are also authorized by FERC to participate in the Great Plains Energy money pool, an internal financing arrangement in which funds may be lent on a short-term basis to KCP&L and GMO. At September 30, 2014, GMO had outstanding payables under the money pool of $10.3 million to Great Plains Energy.

Debt Agreements

See Note 10 to the consolidated financial statements for information regarding revolving credit facilities.

Pensions

Great Plains Energy maintains defined benefit pension plans for substantially all active and inactive employees of KCP&L and GMO, and its 47% ownership share of WCNOC's defined benefit plans. Effective in 2014, the KCP&L non-union plan was closed to future employees. Funding of the plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of ERISA. Year to date September 30, 2014, the Company contributed $51.8 million to the pension plans and expects to contribute an additional $14.1 million in 2014 to satisfy the minimum ERISA funding requirements and the MPSC and KCC rate orders, the majority of which is expected to be paid by KCP&L.

Additionally, the Company provides post-retirement health and life insurance benefits for certain retired employees and expects to make benefit contributions of $11.3 million under the provisions of these plans in 2014, the majority of which is expected to be paid by KCP&L.

Management believes the Company has adequate access to capital resources through cash flows from operations or through existing lines of credit to support these funding requirements.

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KANSAS CITY POWER & LIGHT COMPANY

MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

The following table summarizes KCP&L's consolidated comparative results of operations.



	Year to Date September 30
	2014			2013
	(millions)
Operating revenues	$	1,363.9		$	1,299.5
Fuel	(289.0		)	(292.0		)
Purchased power	(86.8		)	(48.6		)
Transmission	(35.1		)	(25.9		)
Gross margin ^(a)	953.0			933.0
Other operating expenses	(492.4		)	(463.1		)
Depreciation and amortization	(157.7		)	(147.4		)
Operating income	302.9			322.5
Non-operating income and expenses	9.3			7.6
Interest charges	(92.8		)	(94.5		)
Income tax expense	(72.9		)	(78.8		)
Net income	$	146.5		$	156.8


^(a)	Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.

KCP&L Gross Margin and MWh Sales

The following table summarizes KCP&L's gross margin and MWhs sold.



	Revenues and Costs						%		MWhs Sold		%
Year to Date September 30	2014			2013			Change		2014	2013	Change
Retail revenues	(millions)								(thousands)
Residential	$	494.8		$	498.8		(1	)%	4,200	4,224	(1	)%
Commercial	547.1			538.5			2	%	5,777	5,664	2	%
Industrial	102.6			98.1			5	%	1,395	1,328	5	%
Other retail revenues	9.2			9.8			(5	)%	63	65	(3	)%
Kansas property tax surcharge	3.0			(0.2		)	N/M		N/A	N/A	N/A
Energy efficiency (MEEIA)^(b)	3.7			—			N/M		N/A	N/A	N/A
Fuel recovery mechanism	4.8			7.4			(35	)%	N/A	N/A	N/A
Total retail	1,165.2			1,152.4			1	%	11,435	11,281	1	%
Wholesale revenues	185.2			134.2			38	%	6,168	4,850	27	%
Other revenues	13.5			12.9			4	%	N/A	N/A	N/A
Operating revenues	1,363.9			1,299.5			5	%	17,603	16,131	9	%
Fuel	(289.0		)	(292.0		)	(1	)%
Purchased power	(86.8		)	(48.6		)	79	%
Transmission	(35.1		)	(25.9		)	35	%
Gross margin ^(a)	$	953.0		$	933.0		2	%


^(a)	Gross margin is a non-GAAP financial measure. See explanation of gross margin under Great Plains Energy's Results of Operations.


^(b)	Consists of the recovery of program costs of $2.3 million year to date September 30, 2014 that have a direct offset in operating and maintenance expenses and recovery of throughput disincentive of $1.4 million year to date September 30, 2014.

KCP&L's gross margin increased $20.0 million year to date September 30, 2014, compared to the same period in 2013 primarily driven by:


•	an estimated $5 million increase due to an increase in weather-normalized retail demand;

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•	an estimated $9 million increase from new retail rates in Missouri effective January 26, 2013 and in Kansas effective July 25, 2014; and


•	a $3.7 million increase from energy efficiency programs under MEEIA consisting of $2.3 million for recovery of program costs, which have a direct offset in operating and maintenance expense, and $1.4 million for recovery of throughput disincentive.

KCP&L Other Operating Expenses (including operating and maintenance expenses, general taxes and other)

KCP&L's other operating expenses increased $29.3 million year to date September 30, 2014, compared to the same period in 2013 primarily driven by:


•	an $11.3 million increase in Wolf Creek operating and maintenance expenses primarily due to a planned mid-cycle outage that began in March 2014 and concluded in May 2014 as well as increased amortization from a planned refueling outage that began in February 2013 and ended in April 2013, where costs are deferred and amortized between refueling outages;


•	a $2.3 million increase in program costs for energy efficiency programs under MEEIA, which have a direct offset in revenue;


•	a $2.9 million increase in operating and maintenance expense at coal units primarily due to planned and unplanned outages;


•	a $1.9 million increase in transmission and distribution operating and maintenance expenses; and


•	a $6.8 million increase in general taxes due to increased property taxes.

KCP&L Depreciation and Amortization

KCP&L's depreciation and amortization increased $10.3 million year to date September 30, 2014, compared to the same period in 2013 due to capital additions.

KCP&L Income Tax Expense

KCP&L's income tax expense decreased $5.9 million year to date September 30, 2014, compared to the same period in 2013 primarily due to decreased pre-tax income.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Great Plains Energy and KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Market risks are handled in accordance with established policies, which may include entering into various derivative transactions. In the normal course of business, Great Plains Energy and KCP&L also face risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, compliance, operational and credit risks and are discussed elsewhere in this document as well as in the 2013 Form 10-K and therefore are not represented here.

Great Plains Energy's and KCP&L'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 connection with Item 7A Quantitative and Qualitative Disclosures About Market Risk included in the 2013 Form 10-K of each of Great Plains Energy and KCP&L, incorporated herein by reference.

MPS Merchant is exposed to credit risk. Credit risk is measured by the loss that would be recorded if counterparties failed to perform pursuant to the terms of the contractual obligations less the value of any collateral held. MPS Merchant's counterparties are not externally rated. Credit exposure to counterparties at September 30, 2014, was $8.4 million.

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ITEM 4. CONTROLS AND PROCEDURES

GREAT PLAINS ENERGY

Disclosure Controls and Procedures

Great Plains Energy carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). This evaluation was conducted under the supervision, and with the participation, of Great Plains Energy's management, including the chief executive officer and chief financial officer, and Great Plains Energy's disclosure committee. Based upon this evaluation, the chief executive officer and chief financial officer of Great Plains Energy have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great Plains Energy were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in Great Plains Energy's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended September 30, 2014, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

KCP&L

Disclosure Controls and Procedures

KCP&L carried out an evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). This evaluation was conducted under the supervision, and with the participation, of KCP&L's management, including the chief executive officer and chief financial officer, and KCP&L's disclosure committee. Based upon this evaluation, the chief executive officer and chief financial officer of KCP&L have concluded as of the end of the period covered by this report that the disclosure controls and procedures of KCP&L were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in KCP&L's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarterly period ended September 30, 2014, 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 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 5, 13 and 14 to the consolidated financial statements. Such information is incorporated herein by reference.

ITEM 1A. RISK FACTORS

Actual results in future periods for Great Plains Energy and KCP&L could differ materially from historical results and the forward-looking statements contained in this report. The Companies' business 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 the Companies' management currently believes to be immaterial may also adversely affect the Companies. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 1A Risk Factors included in the 2013 Form 10-K for each of Great Plains Energy and KCP&L. There have been no material changes with regard 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 Great Plains Energy or KCP&L. Risk factors of KCP&L are also risk factors of Great Plains Energy.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information regarding purchases by Great Plains Energy of its equity securities during the three months ended September 30, 2014.



Issuer Purchases of Equity Securities
Month	Total Number of Shares (or Units) Purchased			Average Price Paid per Share (or Unit)			Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1 - 31		—			$	—		—	N/A
August 1 - 31		11,789	(1)		24.93			—	N/A
September 1 - 30		—			—			—	N/A
Total		11,789			$	24.93		—	N/A


⁽¹⁾	Represents common shares surrendered to the Company to pay taxes related to the vesting of restricted common shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the Investor Relations section of our website (www.greatplainsenergy.com) to communicate with investors about Great Plains Energy and KCP&L. It is possible that the financial and other information we post there could be deemed to be material information. The information on our website is not part of this document.

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ITEM 6. EXHIBITS



Exhibit Number		Description of Document	Registrant

10.1	+	Amendment dated October 28, 2014, to the Great Plains Energy Incorporated Supplemental Executive Retirement Plan, as amended and restated on December 8, 2009.	Great Plains Energy

10.2	*	Amendment dated as of September 9, 2014, to the Receivables Sales Agreement dated as of July 1, 2005, among Kansas City Power & Light Receivables Company, as the Seller, Kansas City Power & Light Company, as the Initial Collection Agent, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as the Agent and Victory Receivables Corporation, as the Purchaser (Exhibit 10.1 to Form 8-K filed on September 15, 2014).	KCP&L

10.3	*	First Amendment dated as of September 9, 2014, to the Receivables Sales Agreement dated as of May 31, 2012, among GMO Receivables Company, as the Seller, KCP&L Greater Missouri Operations Company, as the Initial Collection Agent, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as the Agent and Victory Receivables Corporation, as the Purchaser. (Exhibit 10.2 to Form 8-K filed on September 15, 2014).	Great Plains Energy

31.1		Rule 13a-14(a)/15d-14(a) Certification of Terry Bassham.	Great Plains Energy

31.2		Rule 13a-14(a)/15d-14(a) Certification of James C. Shay.	Great Plains Energy

31.3		Rule 13a-14(a)/15d-14(a) Certification of Terry Bassham.	KCP&L

31.4		Rule 13a-14(a)/15d-14(a) Certification of James C. Shay.	KCP&L

32.1	**	Section 1350 Certifications.	Great Plains Energy

32.2	**	Section 1350 Certifications.	KCP&L

101.INS		XBRL Instance Document.	Great Plains Energy KCP&L

101.SCH		XBRL Taxonomy Extension Schema Document.	Great Plains Energy KCP&L

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.	Great Plains Energy KCP&L

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.	Great Plains Energy KCP&L

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.	Great Plains Energy KCP&L

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.	Great Plains Energy KCP&L

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+ Indicates management contract or compensatory plan or arrangement.

* 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 Securities Exchange Act of 1934, as amended (the Exchange Act). Such document shall not be incorporated by reference into any registration statement or other document pursuant to the Exchange Act or the Securities Act of 1933, as amended, unless otherwise indicated in such registration statement or other document.

Copies of any of the exhibits filed with the SEC in connection with this document may be obtained from Great Plains Energy or KCP&L, 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, Great Plains Energy Incorporated and Kansas City Power & Light Company have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.



		GREAT PLAINS ENERGY INCORPORATED

Dated:	November 6, 2014	By: /s/ Terry Bassham
		(Terry Bassham)
		(Chief Executive Officer)

Dated:	November 6, 2014	By: /s/ Steven P. Busser
		(Steven P. Busser)
		(Principal Accounting Officer)



		KANSAS CITY POWER & LIGHT COMPANY

Dated:	November 6, 2014	By: /s/ Terry Bassham
		(Terry Bassham)
		(Chief Executive Officer)

Dated:	November 6, 2014	By: /s/ Steven P. Busser
		(Steven P. Busser)
		(Principal Accounting Officer)

Ex 10.1 SERP Amendment

Exhibit 10.1

AMENDMENT TO THE

GREAT PLAINS ENERGY INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED ON DECEMBER 8, 2009

THIS AMENDMENT is made this 28th day of October, 2014, by GREAT PLAINS ENERGY INCORPORATED, a Missouri corporation, (the “Company”), and is effective as of January 1, 2014.

WITNESSETH:

WHEREAS, the Company maintains the Great Plains Energy Incorporated Supplemental Executive Retirement Plan, which was last amended and restated on December 8, 2009, herein referred to as the “Plan”;

WHEREAS, the Company has reserved the right to amend the Plan in Section 6.1 of the Plan; and

WHEREAS, the Company desires to amend the Plan as of January 1, 2014, to reflect certain changes made to the Great Plains Energy Incorporated Non-Union Pension Plan (the “Basic Plan”), which changes limited continued participation and continued benefit accruals solely to active employees participating in the Basic Plan on December 31, 2013;

NOW, THEREFORE, the Company hereby amends the Plan as follows, effective as of January 1, 2014.

(A)The BACKGROUND AND PURPOSE SECTION is hereby amended by inserting a new paragraph at the end thereof to read as follows:

Effective January 1, 2014, the Plan is amended to exclude from being an Active Participant any individual who is ineligible to participate (which includes for this purpose both eligibility to enter and eligibility to accrue additional benefits) in the Great Plains Energy Incorporated Non-Union Pension Plan.

(B)The definition of “Active Participant” is amended to read as follows:

“Active Participant” means, with respect to a Plan Year, any employee of the Company (i) who is an officer of the Company, or (ii) who is an assistant officer of the Company and is designated by the Board to be an Active Participant. Notwithstanding anything in the Plan to the contrary, in no event may an individual be an Active Participant after

December 31, 2013 if such individual is ineligible to participate (which for this purpose means ineligible to enter and accrue additional benefits) in the Basic Plan.

(C)The reference in the definition of “Basic Plan” to the “Great Plains Energy Incorporated Management Pension Plan” shall be changed to refer to the “Great Plains Energy Incorporated Non-Union Pension Plan.”

In all other respects, the Plan shall remain in effect and following execution of this Amendment, the Plan shall be restated with the above changes incorporated therein.

* * *

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed and attested by its duly authorized officer, the day and year first written above.



	GREAT PLAINS ENERGY INCORPORATED


	By:	/s/ Terry Bassham
	Name:	Terry Bassham
	Title:	Chairman of the Board, President and
		Chief Executive Officer

GXP-9/30/2014-EX31.1

Exhibit 31.1

CERTIFICATIONS

I, Terry Bassham, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Great Plains Energy Incorporated;


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


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


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


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


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


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


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


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


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


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



Date:	November 6, 2014	/s/ Terry Bassham
		Terry Bassham Chairman, Chief Executive Officer and President

GXP-9/30/2014-EX31.2

Exhibit 31.2

CERTIFICATIONS

I, James C. Shay, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Great Plains Energy Incorporated;


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


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


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


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


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


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


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


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


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


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



Date:	November 6, 2014	/s/ James C. Shay
		James C. Shay Senior Vice President - Finance and Chief Financial Officer

GXP-9/30/2014-EX31.3

Exhibit 31.3

CERTIFICATIONS

I, Terry Bassham, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Kansas City Power & Light Company;


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


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


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


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


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


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


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


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


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


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



Date:	November 6, 2014	/s/ Terry Bassham
		Terry Bassham Chairman, Chief Executive Officer and President

GXP-9/30/2014-EX31.4

Exhibit 31.4

CERTIFICATIONS

I, James C. Shay, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Kansas City Power & Light Company;


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


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


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


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


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


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


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


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


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


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



Date:	November 6, 2014	/s/ James C. Shay
		James C. Shay Senior Vice President - Finance and Chief Financial Officer

GXP-9/30/2014-EX32.1

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 Great Plains Energy Incorporated (the "Company") for the quarterly period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Terry Bassham, as Chairman, Chief Executive Officer and President of the Company, and James C. Shay, as Senior Vice President - Finance 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 Chairman, Chief Executive Officer and President
Date:	November 6, 2014

	/s/ James C. Shay
Name: Title:	James C. Shay Senior Vice President - Finance and Chief Financial Officer
Date:	November 6, 2014

GXP-9/30/2014-EX32.2

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 Kansas City Power & Light Company (the "Company") for the quarterly period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Terry Bassham, as Chairman, Chief Executive Officer and President of the Company, and James C. Shay, as Senior Vice President - Finance 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 Chairman, Chief Executive Officer and President
Date:	November 6, 2014

	/s/ James C. Shay
Name: Title:	James C. Shay Senior Vice President - Finance and Chief Financial Officer
Date:	November 6, 2014