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GXP-9/30/2013-10Q

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, 2013

[ ] 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 4, 2013, Great Plains Energy Incorporated had 153,825,245 shares of common stock outstanding. On November 4, 2013, 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 2012 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 Income and Comprehensive Income		8
	Unaudited Consolidated Statements of Cash Flows		9
	Unaudited Consolidated Statements of Common Shareholders' Equity and Noncontrolling Interest		10
	Kansas City Power & Light Company
	Unaudited Consolidated Balance Sheets		11
	Unaudited Consolidated Statements of Income and 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:	Pension Plans and Other Employee Benefits	22
	Note 6:	Equity Compensation	23
	Note 7:	Short-Term Borrowings and Short-Term Bank Lines of Credit	25
	Note 8:	Long-Term Debt	27
	Note 9:	Commitments and Contingencies	28
	Note 10:	Legal Proceedings	34
	Note 11:	Related Party Transactions and Relationships	35
	Note 12:	Derivative Instruments	35
	Note 13:	Fair Value Measurements	42
	Note 14:	Accumulated Other Comprehensive Income (Loss)	45
	Note 15:	Taxes	48
	Note 16:	Segments and Related Information	51
	Note 17:	Regulatory Matters	52
	Note 18:	Goodwill	53
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		66
Item 4.	Controls and Procedures		67

Part II - Other Information

Item 1.	Legal Proceedings		68
Item 1A.	Risk Factors		68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		68
Item 3.	Defaults Upon Senior Securities		68
Item 4.	Mine Safety Disclosures		68
Item 5.	Other Information		68
Item 6.	Exhibits		69

Signatures			71

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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 including transportation and labor agreements; 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; 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 2012 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
AFUDC		Allowance for Funds Used During Construction
ARO		Asset Retirement Obligation
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 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
EGU		Electric steam generating unit
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
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 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
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
L&P		St. Joseph Light & Power, a division of GMO
MACT		Maximum achievable control technology
MATS		Mercury and Air Toxics Standards
MD&A		Management's Discussion and Analysis of Financial Condition and Results of Operations

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Abbreviation or Acronym		Definition

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.
Syncora		Syncora Guarantee, Inc.
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, 47% owned by KCP&L
Westar		Westar Energy, Inc., a Kansas utility company
Wolf Creek		Wolf Creek Generating Station, 47% owned by KCP&L

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)

	September 30			December 31
	2013			2012
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents		$	10.9		$	9.3
Funds on deposit		1.2			1.0
Receivables, net		199.1			154.5
Accounts receivable pledged as collateral		190.0			174.0
Fuel inventories, at average cost		83.9			95.1
Materials and supplies, at average cost		155.6			151.3
Deferred refueling outage costs		33.7			11.9
Refundable income taxes		8.5			9.5
Deferred income taxes		50.9			88.5
Derivative instruments		1.4			1.0
Prepaid expenses and other assets		26.6			27.6
Total		761.8			723.7
Utility Plant, at Original Cost
Electric		11,480.7			11,160.5
Less - accumulated depreciation		4,581.7			4,424.2
Net utility plant in service		6,899.0			6,736.3
Construction work in progress		684.7			584.5
Nuclear fuel, net of amortization of $153.9 and $157.4		69.6			81.3
Total		7,653.3			7,402.1
Investments and Other Assets
Nuclear decommissioning trust fund		172.8			154.7
Regulatory assets		1,032.2			1,120.9
Goodwill		169.0			169.0
Derivative instruments		4.5			5.5
Other		75.6			71.4
Total		1,454.1			1,521.5
Total		$	9,869.2		$	9,647.3

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
	2013				2012
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Current Liabilities
Notes payable		$	6.0			$	12.0
Collateralized note payable		190.0				174.0
Commercial paper		53.0				530.1
Current maturities of long-term debt		7.1				263.1
Accounts payable		199.4				330.2
Accrued taxes		106.3				27.1
Accrued interest		59.9				41.5
Accrued compensation and benefits		41.7				44.8
Pension and post-retirement liability		2.8				2.8
Other		23.1				23.9
Total		689.3				1,449.5
Deferred Credits and Other Liabilities
Deferred income taxes		926.8				832.4
Deferred tax credits		127.8				128.8
Asset retirement obligations		156.4				149.3
Pension and post-retirement liability		554.6				557.5
Regulatory liabilities		254.1				283.8
Other		118.4				110.2
Total		2,138.1				2,062.0
Capitalization
Great Plains Energy common shareholders' equity
Common stock - 250,000,000 shares authorized without par value
153,948,017 and 153,779,806 shares issued, stated value		2,629.3				2,624.7
Retained earnings		889.8				758.8
Treasury stock - 135,362 and 250,236 shares, at cost		(2.9		)		(5.1		)
Accumulated other comprehensive loss		(29.2		)		(38.4		)
Total		3,487.0				3,340.0
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 8)		3,515.8				2,756.8
Total		7,041.8				6,135.8
Commitments and Contingencies (Note 9)
Total		$	9,869.2			$	9,647.3

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 Income and Comprehensive Income
(Unaudited)

	Three Months Ended September 30						Year to Date September 30
	2013			2012			2013			2012
Operating Revenues	(millions, except per share amounts)
Electric revenues	$	765.0		$	746.2		$	1,907.5		$	1,829.5
Operating Expenses
Fuel	156.6			164.7			410.0			422.1
Purchased power	25.7			17.9			99.4			69.5
Transmission of electricity by others	13.6			9.8			37.9			25.9
Utility operating and maintenance expenses	170.2			156.8			491.8			484.0
Depreciation and amortization	73.3			68.9			216.1			204.2
General taxes	53.4			50.8			149.3			140.3
Other	0.5			0.3			1.6			7.5
Total	493.3			469.2			1,406.1			1,353.5
Operating income	271.7			277.0			501.4			476.0
Non-operating income	4.4			2.1			11.3			4.6
Non-operating expenses	(2.1		)	(1.9		)	(5.6		)	(9.5		)
Interest charges	(48.9		)	(48.1		)	(148.0		)	(170.8		)
Income before income tax expense and loss from equity investments	225.1			229.1			359.1			300.3
Income tax expense	(81.8		)	(82.6		)	(126.0		)	(104.9		)
Loss from equity investments, net of income taxes	(0.2		)	(0.1		)	(0.4		)	(0.2		)
Net income	143.1			146.4			232.7			195.2
Less: Net income attributable to noncontrolling interest	—			(0.2		)	—			—
Net income attributable to Great Plains Energy	143.1			146.2			232.7			195.2
Preferred stock dividend requirements	0.4			0.4			1.2			1.2
Earnings available for common shareholders	$	142.7		$	145.8		$	231.5		$	194.0

Average number of basic common shares outstanding	153.6			153.2			153.5			142.9
Average number of diluted common shares outstanding	153.8			153.4			153.7			145.0

Basic earnings per common share	$	0.93		$	0.95		$	1.51		$	1.36
Diluted earnings per common share	$	0.93		$	0.95		$	1.51		$	1.34

Cash dividends per common share	$	0.2175		$	0.2125		$	0.6525		$	0.6375
Comprehensive Income
Net income	$	143.1		$	146.4		$	232.7		$	195.2
Other comprehensive income
Derivative hedging activity
Gain (loss) on derivative hedging instruments	—			0.1			—			(0.1		)
Income tax expense	—			(0.1		)	—			—
Net loss on derivative hedging instruments	—			—			—			(0.1		)
Reclassification to expenses, net of tax	2.8			3.4			8.9			9.6
Derivative hedging activity, net of tax	2.8			3.4			8.9			9.5
Defined benefit pension plans
Amortization of net losses included in net periodic benefit costs	0.1			0.1			0.4			0.3
Income tax expense	—			—			(0.1		)	(0.1		)
Change in unrecognized pension expense, net of tax	0.1			0.1			0.3			0.2
Total other comprehensive income	2.9			3.5			9.2			9.7
Comprehensive income	146.0			149.9			241.9			204.9
Less: comprehensive income attributable to noncontrolling interest	—			(0.2		)	—			—
Comprehensive income attributable to Great Plains Energy	$	146.0		$	149.7		$	241.9		$	204.9

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	2013			2012
Cash Flows from Operating Activities	(millions)
Net income	$	232.7		$	195.2
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization	216.1			204.2
Amortization of:
Nuclear fuel	15.3			16.9
Other	43.4			22.6
Deferred income taxes, net	126.7			115.8
Investment tax credit amortization	(1.3		)	(1.8		)
Loss from equity investments, net of income taxes	0.4			0.2
Other operating activities (Note 2)	(50.1		)	(66.8		)
Net cash from operating activities	583.2			486.3
Cash Flows from Investing Activities
Utility capital expenditures	(486.2		)	(409.5		)
Allowance for borrowed funds used during construction	(8.0		)	(3.9		)
Purchases of nuclear decommissioning trust investments	(62.3		)	(20.4		)
Proceeds from nuclear decommissioning trust investments	59.8			17.9
Other investing activities	(15.1		)	(12.1		)
Net cash from investing activities	(511.8		)	(428.0		)
Cash Flows from Financing Activities
Issuance of common stock	3.8			291.6
Issuance of long-term debt	762.5			—
Issuance fees	(6.7		)	(2.6		)
Repayment of long-term debt	(259.3		)	(513.8		)
Net change in short-term borrowings	(483.1		)	169.0
Net change in collateralized short-term borrowings	16.0			95.0
Dividends paid	(101.5		)	(91.7		)
Other financing activities	(1.5		)	(5.1		)
Net cash from financing activities	(69.8		)	(57.6		)
Net Change in Cash and Cash Equivalents	1.6			0.7
Cash and Cash Equivalents at Beginning of Year	9.3			6.2
Cash and Cash Equivalents at End of Period	$	10.9		$	6.9

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 and Noncontrolling Interest
(Unaudited)

Year to Date September 30	2013					2012
	Shares		Amount			Shares		Amount
Common Stock	(millions, except share amounts)
Beginning balance	153,779,806		$	2,624.7		136,406,306		$	2,330.6
Issuance of common stock	168,211		3.8			17,310,715		291.6
Equity compensation expense, net of forfeitures			0.3					0.2
Unearned Compensation
Issuance of restricted common stock			(1.7		)			(3.2		)
Forfeiture of restricted common stock			0.1					1.3
Compensation expense recognized			1.5					1.9
Other			0.6					0.5
Ending balance	153,948,017		2,629.3			153,717,021		2,622.9
Retained Earnings
Beginning balance			758.8					684.7
Net income attributable to Great Plains Energy			232.7					195.2
Loss on reissuance of treasury stock			—					(0.2		)
Dividends:
Common stock ($0.6525 and $0.6375 per share)			(100.3		)			(90.5		)
Preferred stock - at required rates			(1.2		)			(1.2		)
Performance shares			(0.2		)			(0.2		)
Ending balance			889.8					787.8
Treasury Stock
Beginning balance	(250,236	)	(5.1		)	(264,567	)	(5.6		)
Treasury shares acquired	(73,201	)	(1.6		)	(164,454	)	(3.3		)
Treasury shares reissued	188,075		3.8			174,795		3.7
Ending balance	(135,362	)	(2.9		)	(254,226	)	(5.2		)
Accumulated Other Comprehensive Income (Loss)
Beginning balance			(38.4		)			(49.8		)
Derivative hedging activity, net of tax			8.9					9.5
Change in unrecognized pension expense, net of tax			0.3					0.2
Ending balance			(29.2		)			(40.1		)
Total Great Plains Energy Common Shareholders' Equity			$	3,487.0				$	3,365.4

Noncontrolling Interest
Beginning balance			$	—				$	1.0
Distribution			—					(1.0		)
Ending balance			$	—				$	—

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
	2013			2012
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents		$	3.5		$	5.2
Funds on deposit		0.5			0.1
Receivables, net		207.3			163.2
Accounts receivable pledged as collateral		110.0			110.0
Fuel inventories, at average cost		53.2			63.6
Materials and supplies, at average cost		113.1			110.1
Deferred refueling outage costs		33.7			11.9
Refundable income taxes		4.7			9.1
Deferred income taxes		—			4.6
Prepaid expenses and other assets		24.4			23.8
Total		550.4			501.6
Utility Plant, at Original Cost
Electric		8,198.8			7,971.4
Less - accumulated depreciation		3,483.1			3,374.4
Net utility plant in service		4,715.7			4,597.0
Construction work in progress		588.1			486.5
Nuclear fuel, net of amortization of $153.9 and $157.4		69.6			81.3
Total		5,373.4			5,164.8
Investments and Other Assets
Nuclear decommissioning trust fund		172.8			154.7
Regulatory assets		799.1			853.2
Other		33.1			29.5
Total		1,005.0			1,037.4
Total		$	6,928.8		$	6,703.8

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
	2013				2012
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Current Liabilities
Collateralized note payable		$	110.0			$	110.0
Commercial paper		23.7				361.0
Current maturities of long-term debt		—				0.4
Accounts payable		156.8				254.0
Accrued taxes		72.3				21.9
Accrued interest		39.9				27.7
Accrued compensation and benefits		41.7				44.8
Pension and post-retirement liability		1.4				1.4
Deferred income taxes		2.8				—
Other		12.8				12.8
Total		461.4				834.0
Deferred Credits and Other Liabilities
Deferred income taxes		920.7				836.4
Deferred tax credits		125.6				126.1
Asset retirement obligations		139.5				133.2
Pension and post-retirement liability		531.9				534.5
Regulatory liabilities		160.7				153.0
Other		88.2				88.2
Total		1,966.6				1,871.4
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		647.2				559.4
Accumulated other comprehensive loss		(21.6		)		(25.8		)
Total		2,188.7				2,096.7
Long-term debt (Note 8)		2,312.1				1,901.7
Total		4,500.8				3,998.4
Commitments and Contingencies (Note 9)
Total		$	6,928.8			$	6,703.8

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 Income and Comprehensive Income
(Unaudited)

	Three Months Ended September 30						Year to Date September 30
	2013			2012			2013			2012
Operating Revenues	(millions)
Electric revenues	$	522.0		$	508.0		$	1,299.5		$	1,244.1
Operating Expenses
Fuel	111.5			114.5			292.0			297.8
Purchased power	10.9			10.1			48.6			23.7
Transmission of electricity by others	9.1			6.3			25.9			17.4
Operating and maintenance expenses	120.4			110.5			345.3			344.3
Depreciation and amortization	50.2			46.9			147.4			138.6
General taxes	43.1			41.9			117.8			113.0
Total	345.2			330.2			977.0			934.8
Operating income	176.8			177.8			322.5			309.3
Non-operating income	4.8			1.0			10.3			2.3
Non-operating expenses	(1.1		)	(1.3		)	(2.7		)	(4.7		)
Interest charges	(31.0		)	(32.4		)	(94.5		)	(96.1		)
Income before income tax expense	149.5			145.1			235.6			210.8
Income tax expense	(53.1		)	(54.9		)	(78.8		)	(74.6		)
Net income	$	96.4		$	90.2		$	156.8		$	136.2
Comprehensive Income
Net income	$	96.4		$	90.2		$	156.8		$	136.2
Other comprehensive income
Derivative hedging activity
Gain (loss) on derivative hedging instruments	—			0.1			—			(0.1		)
Income tax expense	—			(0.1		)	—			—
Net loss on derivative hedging instruments	—			—			—			(0.1		)
Reclassification to expenses, net of tax	1.4			1.7			4.2			4.4
Derivative hedging activity, net of tax	1.4			1.7			4.2			4.3
Total other comprehensive income	1.4			1.7			4.2			4.3
Comprehensive income	$	97.8		$	91.9		$	161.0		$	140.5

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 Cash Flows
(Unaudited)

Year to Date September 30	2013			2012
Cash Flows from Operating Activities	(millions)
Net income	$	156.8		$	136.2
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization	147.4			138.6
Amortization of:
Nuclear fuel	15.3			16.9
Other	25.7			23.1
Deferred income taxes, net	91.5			47.4
Investment tax credit amortization	(0.8		)	(1.4		)
Other operating activities (Note 2)	(38.8		)	23.4
Net cash from operating activities	397.1			384.2
Cash Flows from Investing Activities
Utility capital expenditures	(375.8		)	(324.5		)
Allowance for borrowed funds used during construction	(7.1		)	(2.3		)
Purchases of nuclear decommissioning trust investments	(62.3		)	(20.4		)
Proceeds from nuclear decommissioning trust investments	59.8			17.9
Other investing activities	(8.6		)	(8.2		)
Net cash from investing activities	(394.0		)	(337.5		)
Cash Flows from Financing Activities
Issuance of long-term debt	412.5			—
Issuance fees	(4.6		)	—
Repayment of long-term debt	(2.6		)	(12.7		)
Net change in short-term borrowings	(337.3		)	29.0
Net change in collateralized short-term borrowings	—			15.0
Net money pool borrowings	(3.8		)	(4.2		)
Dividends paid to Great Plains Energy	(69.0		)	(73.0		)
Other	—			0.1
Net cash from financing activities	(4.8		)	(45.8		)
Net Change in Cash and Cash Equivalents	(1.7		)	0.9
Cash and Cash Equivalents at Beginning of Year	5.2			1.9
Cash and Cash Equivalents at End of Period	$	3.5		$	2.8

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	2013				2012
	Shares	Amount			Shares	Amount
	(millions, except share amounts)
Common Stock	1	$	1,563.1		1	$	1,563.1
Retained Earnings
Beginning balance		559.4				513.8
Net income		156.8				136.2
Dividends:
Common stock held by Great Plains Energy		(69.0		)		(73.0		)
Ending balance		647.2				577.0
Accumulated Other Comprehensive Income (Loss)
Beginning balance		(25.8		)		(31.4		)
Derivative hedging activity, net of tax		4.2				4.3
Ending balance		(21.6		)		(27.1		)
Total Common Shareholder's Equity		$	2,188.7			$	2,113.0

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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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 operations or active subsidiaries 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 primarily 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.

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 16 for additional information.

Basic and Diluted Earnings per Common Share Calculation

To determine basic EPS, preferred stock dividend requirements and net income attributable to noncontrolling interest 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, restricted stock and Equity Units. Great Plains Energy settled the Equity Units in June 2012.

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



	Three Months Ended September 30				Year to Date September 30
	2013		2012		2013		2012
Income	(millions, except per share amounts)
Net income	$	143.1	$	146.4	$	232.7	$	195.2
Less: net income attributable to noncontrolling interest	—		0.2		—		—
Less: preferred stock dividend requirements	0.4		0.4		1.2		1.2
Earnings available for common shareholders	$	142.7	$	145.8	$	231.5	$	194.0
Common Shares Outstanding
Average number of common shares outstanding	153.6		153.2		153.5		142.9
Add: effect of dilutive securities	0.2		0.2		0.2		2.1
Diluted average number of common shares outstanding	153.8		153.4		153.7		145.0
Basic EPS	$	0.93	$	0.95	$	1.51	$	1.36
Diluted EPS	$	0.93	$	0.95	$	1.51	$	1.34

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
	2013	2012	2013	2012
Performance shares	54,660	192,723	54,660	209,000
Restricted stock shares	—	2,531	21,652	2,531

Dividends Declared

In November 2013, Great Plains Energy's Board of Directors (Board) declared a quarterly dividend of $0.23 per share on Great Plains Energy's common stock. The common dividend is payable December 20, 2013, to shareholders of record as of November 29, 2013. The Board also declared regular dividends on Great Plains Energy's preferred stock, payable March 1, 2014, to shareholders of record as of February 7, 2014.

In November 2013, KCP&L’s Board of Directors declared a cash dividend payable to Great Plains Energy of $23 million payable on December 19, 2013.

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2. SUPPLEMENTAL CASH FLOW INFORMATION



Great Plains Energy Other Operating Activities
Year to Date September 30	2013			2012
Cash flows affected by changes in:	(millions)
Receivables	$	(44.1	)	$	12.5
Accounts receivable pledged as collateral	(16.0		)	(95.0		)
Fuel inventories	11.2			(5.4		)
Materials and supplies	(4.3		)	(7.8		)
Accounts payable	(91.5		)	(49.4		)
Accrued taxes	81.0			65.4
Accrued interest	18.4			(16.6		)
Deferred refueling outage costs	(21.8		)	13.4
Pension and post-retirement benefit obligations	40.2			21.9
Allowance for equity funds used during construction	(9.1		)	(0.3		)
Fuel recovery mechanism	(5.3		)	13.1
Uncertain tax positions	(0.4		)	(4.4		)
Other	(8.4		)	(14.2		)
Total other operating activities	$	(50.1	)	$	(66.8	)
Cash paid during the period:
Interest	$	111.3		$	185.4
Income taxes	$	0.1		$	3.3
Non-cash investing activities:
Liabilities accrued for capital expenditures	$	34.5		$	52.2



KCP&L Other Operating Activities
Year to Date September 30	2013			2012
Cash flows affected by changes in:	(millions)
Receivables	$	(40.2	)	$	(35.1	)
Accounts receivable pledged as collateral	—			(15.0		)
Fuel inventories	10.4			(6.2		)
Materials and supplies	(3.0		)	(6.1		)
Accounts payable	(66.7		)	(18.0		)
Accrued taxes	55.3			76.5
Accrued interest	12.2			9.8
Deferred refueling outage costs	(21.8		)	13.4
Pension and post-retirement benefit obligations	41.9			24.7
Allowance for equity funds used during construction	(9.1		)	(0.3		)
Fuel recovery mechanism	(1.2		)	(0.9		)
Uncertain tax positions	(10.5		)	1.2
Other	(6.1		)	(20.6		)
Total other operating activities	$	(38.8	)	$	23.4
Cash paid during the period:
Interest	$	73.2		$	77.3
Income taxes	$	—		$	—
Non-cash investing activities:
Liabilities accrued for capital expenditures	$	28.3		$	48.0

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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
		2013				2012
Great Plains Energy		(millions)
Customer accounts receivable - billed		$	24.4			$	—
Customer accounts receivable - unbilled		89.7				58.3
Allowance for doubtful accounts - customer accounts receivable		(3.4		)		(2.6		)
Other receivables		88.4				98.8
Total		$	199.1			$	154.5
KCP&L
Customer accounts receivable - billed		$	23.8			$	—
Customer accounts receivable - unbilled		64.7				42.9
Allowance for doubtful accounts - customer accounts receivable		(1.9		)		(1.5		)
Intercompany receivables		40.4				40.0
Other receivables		80.3				81.8
Total		$	207.3			$	163.2

Great Plains Energy's and KCP&L's other receivables at September 30, 2013, and December 31, 2012, 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 and steam service 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, 2013, and December 31, 2012, Great Plains Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable were $190.0 million and $174.0 million, respectively. At September 30, 2013, and December 31, 2012, 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 expires in September 2014 and allows for $110 million in aggregate outstanding principal amount at any time. GMO's agreement expires in September 2014 and allows for $80 million in aggregate outstanding principal during the period of June 1 through October 31 and $65 million in aggregate outstanding principal during the period of November 1 through May 31 of each year.

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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, 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		)		—



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		)		—



Three Months Ended September 30, 2012	KCP&L				KCP&L Receivables Company				Consolidated KCP&L				GMO				GMO Receivables Company				Consolidated Great Plains Energy
	(millions)
Receivables (sold) purchased		$	(472.6	)		$	472.6			$	—			$	(341.7	)		$	341.7			$	—
Gain (loss) on sale of accounts receivable ^(a)		(6.0		)		5.8				(0.2		)		(4.3		)		3.4				(1.1		)
Servicing fees received (paid)		0.8				(0.8		)		—				0.5				(0.5		)		—
Fees paid to outside investor		—				(0.3		)		(0.3		)		—				(0.3		)		(0.6		)
Cash from customers (transferred) received		(466.1		)		466.1				—				(267.8		)		267.8				—
Cash received from (paid for) receivables purchased		460.4				(460.4		)		—				264.4				(264.4		)		—
Interest on intercompany note received (paid)		0.2				(0.2		)		—				0.1				(0.1		)		—

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Year to Date September 30, 2012	KCP&L				KCP&L Receivables Company				Consolidated KCP&L				GMO				GMO Receivables Company				Consolidated Great Plains Energy
	(millions)
Receivables (sold) purchased		$	(1,134.7	)		$	1,134.7			$	—			$	(433.4	)		$	433.4			$	—
Gain (loss) on sale of accounts receivable ^(a)		(14.4		)		13.9				(0.5		)		(5.5		)		4.2				(1.8		)
Servicing fees received (paid)		1.9				(1.9		)		—				0.6				(0.6		)		—
Fees paid to outside investor		—				(0.9		)		(0.9		)		—				(0.4		)		(1.3		)
Cash from customers (transferred) received		(1,112.7		)		1,112.7				—				(332.5		)		332.5				—
Cash received from (paid for) receivables purchased		1,098.8				(1,098.8		)		—				328.3				(328.3		)		—
Interest on intercompany note received (paid)		0.3				(0.3		)		—				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. KCP&L pays the DOE a quarterly fee of one-tenth of a cent for each kWh of net nuclear generation delivered and sold for the future disposal of spent nuclear fuel. These disposal costs are charged to fuel expense. 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, and the DOE appealed that decision to the full NRC. In 2011, the NRC issued an evenly split decision on the appeal and ordered the licensing board to close out its work on the DOE's application due to a lack of funding. In August 2013, a federal court of appeals ruled that the NRC must resume its review of the DOE's application. Wolf Creek has an on-site storage facility designed to hold all spent fuel generated at the plant through 2025, and believes it will be able to expand on-site storage as needed past 2025. Management cannot predict when, or if, an 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 Decommissioning Trust Fund

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



	September 30 2013			December 31 2012
Decommissioning Trust		(millions)
Beginning balance January 1		$	154.7		$	135.3
Contributions		2.5			3.3
Earned income, net of fees		1.9			3.0
Net realized gains		1.6			1.0
Net unrealized gains		12.1			12.1
Ending balance		$	172.8		$	154.7

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 2013													December 31 2012
	Cost Basis		Unrealized Gains			Unrealized Losses				Fair Value			Cost Basis			Unrealized Gains			Unrealized Losses				Fair Value
	(millions)
Equity securities	$	83.4		$	35.1		$	(1.0	)		$	117.5		$	80.6		$	21.1		$	(1.6	)		$	100.1
Debt securities	49.8			2.8			(0.5		)		52.1			46.6			4.9			(0.1		)		51.4
Other	3.2			—			—				3.2			3.2			—			—				3.2
Total	$	136.4		$	37.9		$	(1.5	)		$	172.8		$	130.4		$	26.0		$	(1.7	)		$	154.7

The weighted-average maturity of debt securities held by the trust at September 30, 2013, 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
	2013			2012			2013			2012
	(millions)
Realized gains	$	0.4		$	0.5		$	2.3		$	1.2
Realized losses	(0.3		)	(0.1		)	(0.7		)	(0.3		)

5. 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, GMO and Wolf Creek Nuclear Operating Corporation (WCNOC) and incurs significant costs in providing the plans. Pension benefits under these plans reflect the employees' compensation, years of service and age at retirement. In addition to providing pension benefits, Great Plains Energy provides certain post-retirement health care and life insurance benefits for substantially all retired employees of KCP&L, GMO and WCNOC.

KCP&L and GMO record pension and post-retirement expense in accordance with rate orders from the Public Service Commission of the State of Missouri (MPSC) and The State Corporation Commission of the State of Kansas (KCC) that allow the difference between pension and post-retirement costs under Generally Accepted Accounting Principles (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.

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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	2013			2012			2013			2012
Components of net periodic benefit costs	(millions)
Service cost	$	10.5		$	8.9		$	1.1		$	0.8
Interest cost	11.8			12.2			1.9			1.9
Expected return on plan assets	(11.8		)	(10.7		)	(0.5		)	(0.4		)
Prior service cost	0.5			1.1			1.8			1.8
Recognized net actuarial loss	13.7			11.1			0.5			—
Transition obligation	—			—			—			0.3
Net periodic benefit costs before regulatory adjustment	24.7			22.6			4.8			4.4
Regulatory adjustment	(3.3		)	(3.9		)	(0.6		)	0.3
Net periodic benefit costs	$	21.4		$	18.7		$	4.2		$	4.7



	Pension Benefits						Other Benefits
Year to Date September 30	2013			2012			2013			2012
Components of net periodic benefit costs	(millions)
Service cost	$	31.5		$	26.6		$	3.3		$	2.4
Interest cost	35.4			36.7			5.7			5.8
Expected return on plan assets	(35.4		)	(32.1		)	(1.5		)	(1.3		)
Prior service cost	1.5			3.3			5.4			5.4
Recognized net actuarial loss	41.1			33.4			1.4			—
Transition obligation	—			—			0.1			0.8
Net periodic benefit costs before regulatory adjustment	74.1			67.9			14.4			13.1
Regulatory adjustment	(9.7		)	(11.6		)	(1.7		)	1.0
Net periodic benefit costs	$	64.4		$	56.3		$	12.7		$	14.1

Year to date September 30, 2013, Great Plains Energy contributed $40.2 million to the pension plans and expects to contribute an additional $17.2 million in 2013 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 2013, Great Plains Energy expects to make contributions of $18.7 million to the post-retirement benefit plans, the majority of which is expected to be paid by KCP&L.

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6. 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 future expectations and are reevaluated annually.

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



	Three Months Ended September 30				Year to Date September 30
	2013		2012		2013		2012
Great Plains Energy	(millions)
Equity compensation expense	$	1.3	$	1.2	$	3.4	$	4.0
Income tax benefit	0.4		0.4		1.1		1.7
KCP&L
Equity compensation expense	$	0.9	$	0.8	$	2.4	$	2.9
Income tax benefit	0.3		0.3		0.7		1.3

Performance Shares

Performance share activity is summarized in the following table. Performance adjustment represents the number of shares of common stock related to performance shares ultimately issued that 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, 2013		370,560			$	23.05
Granted		226,967			24.17
Earned		(104,453	)		23.37
Forfeited		(11,523	)		22.82
Performance adjustment		(51,542	)		23.37
Ending balance September 30, 2013		430,009			23.52

* weighted-average

At September 30, 2013, the remaining weighted-average contractual term was 1.6 years. 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. The weighted-average grant-date fair value of shares granted was $18.12 and $19.02 for the three months ended and year to date September 30, 2012, respectively. At September 30, 2013, there was $4.3 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 year to date September 30, 2013, was $2.4 million. There were no performance shares earned and paid year to date September 30, 2012.

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 2013, inputs for expected volatility, dividend yield and risk-free rates were 19%, 3.88% and 0.35%, respectively.

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Restricted Stock

Restricted stock activity is summarized in the following table.



	Nonvested Restricted Stock			Grant Date Fair Value*
Beginning balance January 1, 2013		277,439			$	19.03
Granted and issued		75,745			22.46
Vested		(64,405	)		17.88
Forfeited		(4,142	)		21.44
Ending balance September 30, 2013		284,637			20.14

* weighted-average

At September 30, 2013, the remaining weighted-average contractual term was 1.4 years. 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. The weighted-average grant-date fair value of shares granted was $22.18 and $19.73 for the three months ended and year to date September 30, 2012, respectively. At September 30, 2013, 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 $0.6 million and $1.2 million for the three months ended and year to date September 30, 2013, respectively. The total fair value of shares vested was insignificant and $3.3 million for the three months ended and year to date September 30, 2012, respectively.

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

Great Plains Energy's $200 Million Revolving Credit Facility

In October 2013, Great Plains Energy entered into an amendment to its $200 million revolving credit facility with a group of banks to extend the term to October 2018 from December 2016. 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, 2013, Great Plains Energy was in compliance with this covenant. At September 30, 2013, Great Plains Energy had $6.0 million of outstanding cash borrowings at a weighted-average interest rate of 1.94% and had issued letters of credit totaling $1.8 million under the credit facility. At December 31, 2012, Great Plains Energy had $12.0 million of outstanding cash borrowings at a weighted-average interest rate of 2.00% and had issued letters of credit totaling $1.8 million under the credit facility.

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

In October 2013, KCP&L entered into an amendment to its $600 million revolving credit facility with a group of banks that provides support for its issuance of commercial paper and other general corporate purposes to extend the term to October 2018 from December 2016. 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, 2013, KCP&L was in compliance with this covenant. At September 30, 2013, KCP&L had $23.7 million of commercial paper outstanding at a weighted-average interest rate of 0.27%, had issued letters of credit totaling $3.8 million and had no outstanding cash borrowings under the credit facility. At December 31, 2012, KCP&L had $361.0 million of commercial paper outstanding at a weighted-average interest rate of 0.48%, had issued letters of credit totaling $13.9 million and had no outstanding cash borrowings under the credit facility.

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

In October 2013, GMO entered into an amendment to its $450 million revolving credit facility with a group of banks that provides support for its issuance of commercial paper and other general corporate purposes to extend the term to October 2018 from December 2016. As part of the amendment, Great Plains Energy no longer guarantees GMO's obligations under the credit facility. 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, 2013, GMO was in compliance with this covenant. At September 30, 2013, GMO had $29.3 million of commercial paper outstanding at a weighted-average interest rate of 0.66%, had issued letters of credit totaling $14.6 million and had no outstanding cash borrowings under the credit facility. At December 31, 2012, GMO had $169.1 million of commercial paper outstanding at a weighted-average interest rate of 0.94%, had issued letters of credit totaling $15.1 million and had no outstanding cash borrowings under the credit facility.

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8. 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	2013				2012
KCP&L			(millions)
General Mortgage Bonds
2.95% EIRR bonds^(a)	2015-2035		$	146.4			$	106.9
7.15% Series 2009A (8.59% rate)^(b)	2019		400.0				400.0
4.65% EIRR Series 2005	2035		50.0				50.0
5.375% Series 2007B			—				73.2
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				—
6.05% Series (5.78% rate)^(b)	2035		250.0				250.0
5.30% Series	2041		400.0				400.0
EIRR Bonds
0.07% Series 2007A and 2007B^(c)	2035		146.5				—
2.875% Series 2008	2038		23.4				23.4
Other			—				2.6
Current maturities			—				(0.4		)
Unamortized discount			(4.2		)		(4.0		)
Total KCP&L excluding current maturities			2,312.1				1,901.7
Other Great Plains Energy
GMO First Mortgage Bonds 9.44% Series	2014-2021		9.0				10.1
GMO Pollution Control Bonds
0.158% Wamego Series 1996^(c)	2026		7.3				7.3
0.158% State Environmental 1993^(c)	2028		5.0				5.0
5.85% SJLP Pollution Control			—				5.6
GMO Senior Notes
8.27% Series	2021		80.9				80.9
3.49% Series A	2025		125.0				—
4.06% Series B	2033		75.0				—
4.74% Series C	2043		150.0				—
GMO Medium Term Notes
7.16% Series	2013		6.0				6.0
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 (7.34% rate)^(b)	2021		350.0				350.0
5.292% Series	2022		287.5				287.5
2.75% Series (3.67% rate)^(b)			—				250.0
Current maturities			(7.1		)		(262.7		)
Unamortized discount and premium, net			5.1				5.4
Total Great Plains Energy excluding current maturities			$	3,515.8			$	2,756.8


^(a)	Weighted-average interest rates at September 30, 2013


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


^(c)	Variable rate

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KCP&L Senior Notes

In March 2013, KCP&L issued, at a discount, $300.0 million of 3.15% unsecured Senior Notes, maturing in 2023.

EIRR Bond Remarketing

In April 2013, KCP&L remarketed the following series of Environmental Improvement Revenue Refunding (EIRR) bonds:


•	secured Series 1992 EIRR bonds maturing in 2017 totaling $31.0 million at a fixed rate of 1.25% through maturity;


•	secured Series 1993B EIRR bonds totaling $39.5 million and previously held by KCP&L and 1993A EIRR bonds totaling $40.0 million maturing in 2023 at a fixed rate of 2.95% through maturity;


•	unsecured Series 2007A-1 and 2007A-2 EIRR bonds totaling $10.0 million and $63.3 million, respectively, maturing in 2035 and previously held by KCP&L into one series: Series 2007A totaling $73.3 million at a variable rate that will be determined weekly; and


•	unsecured Series 2007B EIRR bonds maturing in 2035 totaling $73.2 million at a variable rate that will be determined weekly.

In connection with the remarketing of the bonds, the municipal bond insurance policies issued by Syncora

Guarantee Inc. relating to the Series 1992 EIRR bonds and the Series 1993 EIRR bonds and by Financial Guaranty Insurance Company (FGIC) relating to the Series 2007 EIRR bond were cancelled. In connection with the cancellation of the policy relating to the Series 2007 EIRR bonds, KCP&L’s Mortgage Bond Series 2007 EIRR Insurer due 2035 was retired. This mortgage bond, in the amount of $146.5 million, was issued and delivered to FGIC in 2009 to collateralize FGIC’s claim on KCP&L under the related insurance agreement.

In July 2013, KCP&L remarketed its unsecured Series 2008 EIRR bonds maturing in 2038 totaling $23.4 million at a fixed rate of 2.875% through July 1, 2018.

GMO Senior Notes

In August 2013, GMO entered into a note purchase agreement and issued the following series of unsecured senior notes:


•	$125.0 million 3.49% Senior Notes, Series A, maturing in 2025;


•	$75.0 million 4.06% Senior Notes, Series B, maturing in 2033; and


•	$150.0 million 4.74% Senior Notes, Series C, maturing in 2043.

Under the terms of the note purchase agreement, GMO is required to maintain a consolidated indebtedness to consolidated capitalization ratio, as defined in the agreement, not greater than 0.65 to 1.00 at all times. In addition, GMO's priority debt, as defined in the agreement, cannot exceed 15% of consolidated tangible net worth, as defined in the agreement. At September 30, 2013, GMO was in compliance with these covenants.

Great Plains Energy Senior Notes

In August 2013, Great Plains Energy repaid its $250.0 million 2.75% Senior Notes at maturity.

9. 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

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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 actual 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, 2013, had incurred approximately $344 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 or final environmental regulations 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. However, these other projects are less certain and the timeframe cannot be estimated and therefore 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.

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. Compliance with the CSAPR was scheduled to begin in 2012. Multiple states, utilities and other parties, including KCP&L, filed requests for reconsideration and stays with the EPA and/or the D.C. Circuit Court. 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

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opinion. The D.C. Circuit Court directed the EPA to continue to administer the CAIR until a valid replacement is promulgated.

Best Available Retrofit Technology 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 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 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 agreed to install a selective catalytic reduction (SCR) system at one of the three Jeffrey Energy Center units by the

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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 $240 million. Depending on the NO_x emission reductions attained by that SCR and attainable through the installation of other controls at the other two units, the settlement agreement may require the installation of a second SCR system on one of the other two units. Westar has informed the EPA that they believe that the terms of the settlement can be met through the installation of less expensive NO_xreduction equipment rather than a second SCR system and they plan 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 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 19 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 new proposal addressing new units no later than September 20, 2013, and finalize the rule 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;

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(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. The EPA withdrew its previous new unit proposal issued in March 2012.

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.

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 requirement, through 2023 for KCP&L and 2018 for GMO. KCP&L and GMO project that the acquisition of solar renewable energy credits will be sufficient for compliance with the Missouri solar requirements for the foreseeable future. KCP&L also projects that it will be compliant with the Kansas renewable requirements through 2015.

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 March 2011, the EPA proposed 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 would be subject to a limit on how many fish can be killed by being pinned against intake screens (impingement) and would be required to conduct studies to determine whether and what site-specific controls, if any, would be required to reduce the number of aquatic organisms drawn into cooling water systems (entrainment). The EPA agreed to finalize the rule by November 2013. Although the impact on Great Plains

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Energy's and KCP&L's operations will not be known until after the rule is finalized, 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 May 2014.

The proposal includes a variety of options to reduce pollutants that are discharged into waterways by 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 is 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.

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 two disposal sites for polychlorinated biphenyl (PCB) contamination, and retains some environmental liability for several operations and investments it no longer owns. In addition,

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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, 2013, and December 31, 2012, 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, 2013, and December 31, 2012, Great Plains Energy had $2.0 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 $2.6 million in insurance proceeds less an annual deductible is available to GMO to recover qualified MGP remediation expenses. GMO would seek recovery of additional remediation costs and expenses through rate increases; however, there can be no assurance that such rate increases would be granted.

10. LEGAL PROCEEDINGS

GMO Western Energy Crisis

In response to complaints of manipulation of the California energy market, The Federal Energy Regulatory Commission (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 this case, the potential refund or range of potential refunds owed by MPS Merchant are not reasonably estimable.

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11. RELATED PARTY TRANSACTIONS AND RELATIONSHIPS

KCP&L employees manage GMO's business and operate its facilities at cost. These costs totaled $32.7 million and $82.3 million, respectively, for the three months ended and year to date September 30, 2013. These costs totaled $23.9 million and $76.8 million, respectively, for the same periods in 2012. Additionally, KCP&L and GMO engage in wholesale electricity transactions with each other. KCP&L's net wholesale sales to GMO were $9.6 million and $19.6 million for the three months ended and year to date September 30, 2013, respectively. KCP&L's net wholesale sales to GMO were $6.3 million and $19.1 million, respectively, for the same periods in 2012.

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, 2012, KCP&L had a money pool payable to Great Plains Energy of $3.8 million. The following table summarizes KCP&L's related party net receivables.



	September 30			December 31
		2013			2012
		(millions)
Net receivable from GMO		$	23.6		$	26.2
Net receivable from Great Plains Energy		16.8			13.8

12. 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 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 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 GMO's utility operations that are recorded to a regulatory asset or liability consistent with MPSC regulatory orders, as discussed below.

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, 2013, 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 agreements, 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 is to use derivative instruments, as needed, in order to mitigate its exposure to market price fluctuations on a portion of its projected natural gas purchases to meet generation requirements for retail and firm wholesale sales. KCP&L designates these natural gas hedges as cash flow hedges. The fair values of these instruments are recorded as derivative assets or liabilities with an offsetting entry to OCI for the effective portion of the hedge. To the extent the hedges are not effective, any ineffective portion of the change in fair market

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value would be recorded currently in fuel expense. At September 30, 2013, KCP&L had no hedges for its projected natural gas usage for retail load and firm MWh sales. KCP&L did not record any ineffectiveness on natural gas hedges for the three months ended and year to date September 30, 2013 and 2012.

Additionally, KCP&L's risk management policy uses derivative instruments to mitigate exposure to market price fluctuations for wholesale power prices. 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.

GMO's risk management policy is to use derivative instruments to mitigate exposure to natural gas price volatility in the market. At September 30, 2013, GMO had financial contracts in place to hedge approximately 28% and 5% of its expected on-peak natural gas generation and natural gas equivalent purchased power price exposure for 2014 and 2015, 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 Adjustment Clause (FAC). A regulatory asset has been recorded to reflect the change in the timing of recognition authorized by the MPSC. Recovery of actual costs incurred 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 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 notional 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
	2013					2012
	Notional Contract Amount		Fair Value			Notional Contract Amount		Fair Value
Great Plains Energy	(millions)
Futures contracts
Cash flow hedges	$	—	$	—		$	1.0	$	(0.2	)
Non-hedging derivatives	11.0		(1.2		)	17.9		(2.8		)
Forward contracts
Non-hedging derivatives	48.8		5.5			65.5		6.5
Option contracts
Non-hedging derivatives	3.2		0.5			—		—
KCP&L
Futures contracts
Cash flow hedges	$	—	$	—		$	1.0	$	(0.2	)

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The fair values of Great Plains Energy's and KCP&L's open derivative positions are summarized in the following tables. The tables contain both derivative instruments designated as hedging instruments as well as non-hedging derivatives under GAAP. 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, 2013	Classification	Fair Value			Fair Value
Derivatives Not Designated as Hedging Instruments			(millions)
Commodity contracts	Derivative instruments		$	6.0		$	1.2

December 31, 2012
Derivatives Designated as Hedging Instruments
Commodity contracts	Derivative instruments		$	—		$	0.2
Derivatives Not Designated as Hedging Instruments
Commodity contracts	Derivative instruments		6.5			2.8
Total Derivatives			$	6.5		$	3.0

KCP&L

Balance Sheet

Asset Derivatives

Liability Derivatives

December 31, 2012

Classification

Fair Value

Derivatives Designated as Hedging Instruments

(millions)

Commodity contracts

Derivative instruments

—

0.2

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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, 2013	(millions)
Derivative assets		$	6.0		$	(0.1	)		$	5.9		$	—		$	—		$	5.9
Derivative liabilities		1.2			(1.2		)		—			—			—			—
December 31, 2012
Derivative assets		$	6.5		$	—			$	6.5		$	—		$	—		$	6.5
Derivative liabilities		3.0			(3.0		)		—			—			—			—



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
December 31, 2012	(millions)
Derivative liabilities		$	0.2		$	(0.2	)		$	—		$	—		$	—		$	—

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The following tables summarize the amount of gain (loss) recognized in OCI or earnings for interest rate and commodity hedges.



Great Plains Energy
Derivatives in Cash Flow Hedging Relationship
					Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)


	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)				Income Statement Classification	Amount
Three Months Ended September 30, 2013		(millions)				(millions)
Interest rate contracts		$	—		Interest charges	$	(4.6	)
Income tax benefit		—			Income tax benefit	1.8
Total		$	—		Total	$	(2.8	)
Year to Date September 30, 2013
Interest rate contracts		$	—		Interest charges	$	(14.3	)
Commodity contracts		—			Fuel	(0.2		)
Income tax benefit		—			Income tax benefit	5.6
Total		$	—		Total	$	(8.9	)
Three Months Ended September 30, 2012
Interest rate contracts		$	—		Interest charges	$	(5.0	)
Commodity contracts		0.1			Fuel	(0.5		)
Income tax expense		(0.1		)	Income tax benefit	2.1
Total		$	—		Total	$	(3.4	)
Year to Date September 30, 2012
Interest rate contracts		$	—		Interest charges	$	(15.1	)
Commodity contracts		(0.1		)	Fuel	(0.5		)
Income tax benefit		—			Income tax benefit	6.0
Total		$	(0.1	)	Total	$	(9.6	)

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KCP&L
Derivatives in Cash Flow Hedging Relationship
					Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)


	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)				Income Statement Classification	Amount
Three Months Ended September 30, 2013		(millions)				(millions)
Interest rate contracts		$	—		Interest charges	$	(2.1	)
Income tax benefit		—			Income tax benefit	0.7
Total		$	—		Total	$	(1.4	)
Year to Date September 30, 2013
Interest rate contracts		$	—		Interest charges	$	(6.5	)
Commodity contracts		—			Fuel	(0.2		)
Income tax benefit		—			Income tax benefit	2.5
Total		$	—		Total	$	(4.2	)
Three Months Ended September 30, 2012
Interest rate contracts		$	—		Interest charges	$	(2.2	)
Commodity contracts		0.1			Fuel	(0.5		)
Income tax expense		(0.1		)	Income tax benefit	1.0
Total		$	—		Total	$	(1.7	)
Year to Date September 30, 2012
Interest rate contracts		$	—		Interest charges	$	(6.6	)
Commodity contracts		(0.1		)	Fuel	(0.5		)
Income tax benefit		—			Income tax benefit	2.7
Total		$	(0.1	)	Total	$	(4.4	)

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The following table summarizes the amount of gain (loss) recognized in a regulatory asset or earnings for GMO utility commodity hedges. GMO utility commodity derivatives fair value changes are recorded to either a regulatory asset or liability consistent with MPSC regulatory orders.



Great Plains Energy
Derivatives in Regulatory Account Relationship
					Gain (Loss) Reclassified from Regulatory Account
					Gain (Loss) Reclassified from Regulatory Account
	Amount of Gain (Loss) Recognized in Regulatory Asset on Derivatives				Income Statement Classification	Amount
Three Months Ended September 30, 2013	(millions)					(millions)
Commodity contracts		$	(0.1	)	Fuel	$	(0.3	)
Total		$	(0.1	)	Total	$	(0.3	)
Year to Date September 30, 2013
Commodity contracts		$	0.8		Fuel	$	(1.5	)
Total		$	0.8		Total	$	(1.5	)
Three Months Ended September 30, 2012
Commodity contracts		$	0.9		Fuel	$	(2.8	)
Total		$	0.9		Total	$	(2.8	)
Year to Date September 30, 2012
Commodity contracts		$	(1.8	)	Fuel	$	(5.5	)
Total		$	(1.8	)	Total	$	(5.5	)

Great Plains Energy's income statement reflects the gain (loss) for the change in fair value of commodity contract derivatives not designated as hedging instruments of an insignificant amount for the three months ended and year to date September 30, 2013, and $0.1 million and $(1.0) million, respectively, for the same periods in 2012. KCP&L's income statement reflects the gain for the change in fair value of commodity contract derivatives not designated as hedging instruments of $0.4 million and $1.0 million, respectively, for the three months ended and year to date September 30, 2013.

The amounts recorded in accumulated OCI related to the cash flow hedges are summarized in the following table.



	Great Plains Energy								KCP&L
	September 30				December 31				September 30				December 31
	2013				2012				2013				2012
		(millions)
Current assets		$	10.0			$	10.6			$	10.0			$	10.6
Current liabilities		(53.3		)		(68.4		)		(45.5		)		(52.8		)
Noncurrent liabilities		—				(0.1		)		—				(0.1		)
Deferred income taxes		16.8				22.5				13.9				16.5
Total		$	(26.5	)		$	(35.4	)		$	(21.6	)		$	(25.8	)

Great Plains Energy's accumulated OCI in the table above at September 30, 2013, includes $17.1 million that is expected to be reclassified to expenses over the next twelve months. KCP&L's accumulated OCI in the table above at September 30, 2013, includes $8.7 million that is expected to be reclassified to expenses over the next twelve months.

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13. 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, 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 December 31, 2012, the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3.0 billion and $3.5 billion, respectively. At September 30, 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. At December 31, 2012, the book value and fair value of KCP&L's long-term debt, including current maturities, were $1.9 billion and $2.2 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.



									Fair Value Measurements Using
Description	September 30 2013				Netting^(d)				Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
KCP&L		(millions)
Assets
Nuclear decommissioning trust ^(a)
Equity securities		$	117.5			$	—			$	117.5		$	—			$	—
Debt securities
U.S. Treasury		20.8				—				20.8			—				—
U.S. Agency		2.4				—				—			2.4				—
State and local obligations		3.2				—				—			3.2				—
Corporate bonds		25.1				—				—			25.1				—
Foreign governments		0.6				—				—			0.6				—
Cash equivalents		5.3				—				—			5.3				—
Other		(2.1		)		—				—			(2.1		)		—
Total nuclear decommissioning trust		172.8				—				138.3			34.5				—
Total		$	172.8			$	—			$	138.3		$	34.5			$	—
Other Great Plains Energy
Assets
Derivative instruments ^(b)		$	5.9			$	(0.1	)		$	—		$	4.4			$	1.6
SERP rabbi trusts ^(c)
Equity securities		0.1				—				0.1			—				—
Fixed income funds		18.7				—				—			18.7				—
Total SERP rabbi trusts		18.8				—				0.1			18.7				—
Total		24.7				(0.1		)		0.1			23.1				1.6
Liabilities
Derivative instruments ^(b)		—				(1.2		)		1.2			—				—
Total		$	—			$	(1.2	)		$	1.2		$	—			$	—
Great Plains Energy
Assets
Nuclear decommissioning trust ^(a)		$	172.8			$	—			$	138.3		$	34.5			$	—
Derivative instruments ^(b)		5.9				(0.1		)		—			4.4				1.6
SERP rabbi trusts ^(c)		18.8				—				0.1			18.7				—
Total		197.5				(0.1		)		138.4			57.6				1.6
Liabilities
Derivative instruments ^(b)		—				(1.2		)		1.2			—				—
Total		$	—			$	(1.2	)		$	1.2		$	—			$	—

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								Fair Value Measurements Using
Description	December 31 2012			Netting^(d)				Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
KCP&L		(millions)
Assets
Nuclear decommissioning trust ^(a)
Equity securities		$	100.1		$	—			$	100.1		$	—		$	—
Debt securities
U.S. Treasury		18.5			—				18.5			—			—
U.S. Agency		2.8			—				—			2.8			—
State and local obligations		3.3			—				—			3.3			—
Corporate bonds		26.8			—				—			26.8			—
Other		0.3			—				—			0.3			—
Total nuclear decommissioning trust		151.8			—				118.6			33.2			—
Total		151.8			—				118.6			33.2			—
Liabilities
Derivative instruments ^(b)		—			(0.2		)		0.2			—			—
Total		$	—		$	(0.2	)		$	0.2		$	—		$	—
Other Great Plains Energy
Assets
Derivative instruments ^(b)		$	6.5		$	—			$	—		$	4.2		$	2.3
SERP rabbi trusts ^(c)
Equity securities		0.1			—				0.1			—			—
Fixed income funds		20.2			—				—			20.2			—
Total SERP rabbi trusts		20.3			—				0.1			20.2			—
Total		26.8			—				0.1			24.4			2.3
Liabilities
Derivative instruments ^(b)		—			(2.8		)		2.8			—			—
Total		$	—		$	(2.8	)		$	2.8		$	—		$	—
Great Plains Energy
Assets
Nuclear decommissioning trust ^(a)		$	151.8		$	—			$	118.6		$	33.2		$	—
Derivative instruments ^(b)		6.5			—				—			4.2			2.3
SERP rabbi trusts ^(c)		20.3			—				0.1			20.2			—
Total		178.6			—				118.7			57.6			2.3
Liabilities
Derivative instruments ^(b)		—			(3.0		)		3.0			—			—
Total		$	—		$	(3.0	)		$	3.0		$	—		$	—


^(a)	Fair value is based on quoted market prices of the investments held by the fund and/or valuation models. The total does not include $2.9 million of cash and cash equivalents at December 31, 2012.

^(b)

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.


^(c)	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.

^(d)

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, 2013, and December 31, 2012, Great Plains Energy netted $1.1 million and $3.0 million, respectively, of cash collateral posted with counterparties.

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



Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Instruments
	2013			2012
	(millions)
Balance at July 1	$	1.9		$	2.2
Total realized/unrealized gains included in non-operating income	1.0			3.7
Settlements	(1.3		)	(3.5		)
Balance at September 30	$	1.6		$	2.4
Total unrealized gains (losses) included in non-operating income relating to assets
still on the consolidated balance sheet at September 30	$	(0.3	)	$	0.3



Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Derivative Instruments
	2013			2012
	(millions)
Balance at January 1	$	2.3		$	3.1
Total realized/unrealized gains included in non-operating income	5.3			4.8
Settlements	(6.0		)	(5.5		)
Balance at September 30	$	1.6		$	2.4
Total unrealized losses included in non-operating income relating to assets
still on the consolidated balance sheet at September 30	$	(0.4	)	$	(0.4	)

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14. 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)
	(millions)
Beginning balance January 1, 2013		$	(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, 2013		$	(26.5	)		$	(2.7	)	$	(29.2	)

^(a) Net of tax



KCP&L
	Gains and Losses on Cash Flow Hedges^(a)
	(millions)
Beginning balance January 1, 2013		$	(25.8	)
Amounts reclassified from accumulated other comprehensive loss		4.2
Net current period other comprehensive income		4.2
Ending balance September 30, 2013		$	(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, 2013	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts		$	(4.6	)	Interest charges
		(4.6		)	Income before income tax expense and loss from equity investments
		1.8			Income tax benefit
		$	(2.8	)	Net income
Amortization of defined benefit pension items
Net losses included in net periodic benefit costs		$	(0.1	)	Utility operating and maintenance expenses
		(0.1		)	Income before income tax expense and loss from equity investments
		—			Income tax benefit
		(0.1		)	Net income

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

Total reclassifications, net of tax		$	(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, 2013	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts		$	(2.1	)	Interest charges
		(2.1		)	Income before income tax expense
		0.7			Income tax benefit
Total reclassifications, net of tax		$	(1.4	)	Net income
Year to Date September 30, 2013
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts		$	(6.5	)	Interest charges
Commodity contracts		(0.2		)	Fuel
		(6.7		)	Income before income tax expense
		2.5			Income tax benefit
Total reclassifications, net of tax		$	(4.2	)	Net income

15. 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	2013			2012			2013			2012
Current income taxes	(millions)
Federal	$	1.0		$	(1.4	)	$	1.0		$	(4.7	)
State	(0.4		)	(0.3		)	(0.3		)	—
Total	0.6			(1.7		)	0.7			(4.7		)
Deferred income taxes
Federal	67.9			75.1			105.4			97.6
State	13.3			13.9			21.3			18.2
Total	81.2			89.0			126.7			115.8
Noncurrent income taxes
Federal	—			—			—			(0.2		)
State	—			—			(0.2		)	—
Foreign	0.1			(4.1		)	(0.2		)	(4.2		)
Total	0.1			(4.1		)	(0.4		)	(4.4		)
Investment tax credit
Deferral	0.3			—			0.3			—
Amortization	(0.4		)	(0.6		)	(1.3		)	(1.8		)
Total	(0.1		)	(0.6		)	(1.0		)	(1.8		)
Income tax expense	$	81.8		$	82.6		$	126.0		$	104.9

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	Three Months Ended September 30						Year to Date September 30
KCP&L	2013			2012			2013			2012
Current income taxes	(millions)
Federal	$	(0.6	)	$	22.9		$	(1.2	)	$	23.1
State	(0.4		)	4.1			(0.5		)	4.2
Total	(1.0		)	27.0			(1.7		)	27.3
Deferred income taxes
Federal	55.0			22.7			75.6			38.8
State	10.9			4.5			15.9			8.6
Total	65.9			27.2			91.5			47.4
Noncurrent income taxes
Federal	(10.1		)	1.0			(9.0		)	1.1
State	(1.7		)	0.2			(1.5		)	0.2
Total	(11.8		)	1.2			(10.5		)	1.3
Investment tax credit
Deferral	0.3			—			0.3			—
Amortization	(0.3		)	(0.5		)	(0.8		)	(1.4		)
Total	—			(0.5		)	(0.5		)	(1.4		)
Income tax expense	$	53.1		$	54.9		$	78.8		$	74.6

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	2013		2012		2013		2012
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%	35.0	%
Differences between book and tax depreciation not normalized	(0.5	)	0.5		(0.2	)	1.1
Amortization of investment tax credits	(0.2	)	(0.3	)	(0.4	)	(0.6	)
Federal income tax credits	(1.6	)	(1.0	)	(2.8	)	(2.8	)
State income taxes	3.7		3.8		3.8		3.9
Changes in uncertain tax positions, net	0.1		(1.8	)	(0.1	)	(1.4	)
Other	(0.1	)	(0.1	)	(0.2	)	(0.3	)
Effective income tax rate	36.4	%	36.1	%	35.1	%	34.9	%



	Three Months Ended September 30				Year to Date September 30
KCP&L	2013		2012		2013		2012
Federal statutory income tax rate	35.0	%	35.0	%	35.0	%	35.0	%
Differences between book and tax depreciation not normalized	(0.9	)	0.7		(0.6	)	1.3
Amortization of investment tax credits	(0.2	)	(0.3	)	(0.3	)	(0.6	)
Federal income tax credits	(2.2	)	(1.5	)	(4.2	)	(4.0	)
State income taxes	3.8		3.9		3.8		4.0
Changes in uncertain tax positions, net	0.1		—		—		—
Other	(0.1	)	—		(0.2	)	(0.3	)
Effective income tax rate	35.5	%	37.8	%	33.5	%	35.4	%

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Uncertain Tax Positions

At September 30, 2013, and December 31, 2012, Great Plains Energy had $10.2 million and $21.4 million, respectively, of liabilities related to unrecognized tax benefits. Of these amounts, $6.8 million and $7.3 million at September 30, 2013, and December 31, 2012, respectively, were expected to impact the effective tax rate if recognized. The $11.2 million decrease in unrecognized tax benefits is primarily due to a change in certain income tax accounting methods for the capitalization of assets at KCP&L. This reduction in unrecognized tax benefits is offset by an increase to deferred income tax liabilities since the unrecognized tax benefits were related to temporary tax differences.

At September 30, 2013, and December 31, 2012, KCP&L had none and $10.5 million, respectively, of liabilities related to unrecognized tax benefits. None of these amounts were expected to impact the effective tax rate if recognized. The $10.5 million decrease in unrecognized tax benefits is primarily due to a change in certain income tax accounting methods for the capitalization of assets at KCP&L. This reduction in unrecognized tax benefits is offset by an increase to deferred income tax liabilities since the unrecognized tax benefits were related to temporary tax differences.

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



		Great Plains Energy								KCP&L
	September 30 2013				December 31 2012				September 30 2013				December 31 2012
		(millions)
Beginning balance January 1		$	21.4			$	24.0			$	10.5			$	8.7
Additions for current year tax positions		—				3.7				—				3.6
Reductions for current year tax positions		(0.3		)		—				—				—
Reductions for prior year tax positions		(10.5		)		(1.8		)		(10.5		)		(1.6		)
Statute expirations		(0.2		)		(4.7		)		—				(0.2		)
Foreign currency translation adjustments		(0.2		)		0.2				—				—
Ending balance		$	10.2			$	21.4			$	—			$	10.5

Great Plains Energy and KCP&L recognize interest related to unrecognized tax benefits in interest expense and penalties in non-operating expenses. At September 30, 2013, and December 31, 2012, amounts accrued for interest related to unrecognized tax benefits for Great Plains Energy were $3.3 million and $3.5 million, respectively. Amounts accrued for penalties with respect to unrecognized tax benefits for Great Plains Energy were $0.6 million and $0.7 million at September 30, 2013, and December 31, 2012, respectively. At September 30, 2013, and December 31, 2012, amounts accrued for interest and penalties with respect to unrecognized tax benefits for KCP&L were insignificant.

The Internal Revenue Service (IRS) is currently auditing Great Plains Energy and its subsidiaries for the 2009 tax year. The Company estimates that it is reasonably possible that $7.2 million of other unrecognized tax benefits for Great Plains Energy may be recognized in the next twelve months due to statute expirations or settlement agreements with tax authorities.

Tangible Property Regulations

In September 2013, the IRS released final regulations regarding amounts paid to acquire, produce or improve tangible property. In addition, proposed regulations were issued regarding the treatment of retirements of depreciable property and general asset accounts. The final regulations are effective for tax years beginning on or after January 1, 2014, for all taxpayers that acquire, produce or improve tangible property. The new regulations are not expected to have a significant impact on Great Plains Energy’s and KCP&L’s results of operations, financial position and cash flows.

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16. 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 and unallocated corporate charges. The summary of significant accounting policies applies to the reportable segment. Segment performance is evaluated based on net income attributable to Great Plains Energy.

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



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		(46.7		)		(13.6		)		11.4			(48.9		)
Income tax (expense) benefit		(83.6		)		1.8				—			(81.8		)
Net income (loss) attributable to Great Plains Energy		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		(141.9		)		(42.7		)		36.6			(148.0		)
Income tax (expense) benefit		(130.1		)		4.1				—			(126.0		)
Net income (loss) attributable to Great Plains Energy		238.5				(5.8		)		—			232.7



Three Months Ended September 30, 2012	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	746.2			$	—			$	—		$	746.2
Depreciation and amortization		(68.9		)		—				—			(68.9		)
Interest charges		(48.4		)		(12.3		)		12.6			(48.1		)
Income tax (expense) benefit		(86.5		)		3.9				—			(82.6		)
Net income attributable to Great Plains Energy		141.9				4.3				—			146.2



Year to Date September 30, 2012	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	1,829.5			$	—			$	—		$	1,829.5
Depreciation and amortization		(204.2		)		—				—			(204.2		)
Interest charges		(149.5		)		(52.5		)		31.2			(170.8		)
Income tax (expense) benefit		(120.6		)		15.7				—			(104.9		)
Net income (loss) attributable to Great Plains Energy		210.2				(15.0		)		—			195.2

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	Electric Utility			Other			Eliminations				Great Plains Energy
September 30, 2013		(millions)
Assets		$	10,193.9		$	87.8		$	(412.5	)		$	9,869.2
Capital expenditures^(a)		486.2			—			—				486.2
December 31, 2012
Assets		$	9,910.6		$	122.4		$	(385.7	)		$	9,647.3
Capital expenditures^(a)		610.2			—			—				610.2

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

17. REGULATORY MATTERS

KCP&L Missouri Rate Case Proceedings

On January 9, 2013, the MPSC issued an order for KCP&L authorizing an increase in annual revenues of $67.4 million effective January 26, 2013. Appeals of the January 9, 2013, MPSC order were filed in February 2013 with the Missouri Court of Appeals, Western District (Court of Appeals) by KCP&L and the Missouri Energy Consumers Group (MECG) regarding various issues. On May 16, 2013, the Court of Appeals granted KCP&L's request to withdraw its appeal.

On January 23, 2013, the MPSC issued an order granting expedited treatment and approving compliance tariffs implementing rates reflecting the increase in annual revenues authorized in the January 9, 2013, order. On February 6, 2013, the Office of Public Counsel (OPC) filed a Writ of Mandamus asking the Court of Appeals to direct the MPSC to vacate and rescind its January 23, 2013, order approving the tariffs because the order did not provide the OPC with a reasonable amount of time to review and/or file a motion for rehearing on the tariffs. On September 10, 2013, the Court of Appeals granted the Writ of Mandamus. On October 9, 2013, the MPSC issued an order vacating its January 23, 2013, order approving the expedited tariffs, effective November 8, 2013.

The MECG also appealed the January 23, 2013, order in February 2013. The Court of Appeals has not yet issued its decision on the MECG appeal.

The rates established by the January 9, 2013, MPSC order are effective unless and until modified by the MPSC or stayed by a court.

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 (L&P) division effective January 26, 2013. Appeals of the January 9, 2013, MPSC order were filed in February 2013 with the Court of Appeals by GMO and MECG regarding various issues.

On January 23, 2013, the MPSC issued an order granting expedited treatment and approving compliance tariffs implementing rates reflecting the increase in annual revenues authorized in the January 9, 2013, order. On February 6, 2013, the OPC filed a Writ of Mandamus asking the Court of Appeals to direct the MPSC to vacate and rescind its January 23, 2013, order approving the tariffs because the order did not provide the OPC with a reasonable amount of time to review and/or file a motion for rehearing on the tariffs. On September 10, 2013, the Court of Appeals granted the Writ of Mandamus. On October 9, 2013, the MPSC issued an order vacating its January 23, 2013, order approving the expedited tariffs, effective November 8, 2013.

The MECG also appealed the January 23, 2013, order in February 2013. The Court of Appeals has not yet issued its decision on the appeals.

The rates established by the January 9, 2013, MPSC order are effective unless and until modified by the MPSC or stayed by a court.

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18. 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, 2013. 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.

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 direct subsidiaries with operations or active subsidiaries are KCP&L and GMO. Great Plains Energy's sole reportable business segment is electric utility for the periods presented.

Electric utility consists of KCP&L, a regulated utility, GMO's regulated utility operations, which include its Missouri Public Service and L&P divisions, and GMO Receivables Company. Electric utility has over 6,600 MWs of generating capacity and engages in the generation, transmission, distribution and sale of electricity to approximately 831,300 customers in the states of Missouri and Kansas. Electric utility's retail electricity rates are comparable to the national average of investor-owned utilities.

Earnings Overview

Great Plains Energy's earnings available for common shareholders for the three months ended September 30, 2013, decreased to $142.7 million or $0.93 per share from $145.8 million or $0.95 per share for the same period in 2012 driven by:


•	a $15.3 million increase in gross margin driven by new retail rates and an increase in weather-normalized retail demand, partially offset by unfavorable weather;


•	a $2.9 million increase in Wolf Creek operating and maintenance expenses;

•

a $6.3 million increase included in operating and maintenance expenses from certain regulatory items including increased pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates, costs for energy efficiency and demand side management programs under the Missouri Energy Efficiency Investment Act (MEEIA), and solar rebates provided to customers, all of which are included in retail rates;


•	a $2.6 million increase in general taxes driven by increased property taxes; and

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•	the three months ended September 30, 2012, included $4.5 million of income tax benefits related to the release of uncertain tax positions.

Great Plains Energy's earnings available for common shareholders year to date September 30, 2013, increased to $231.5 million or $1.51 per share from $194.0 million or $1.34 per share for the same period in 2012 driven by:


•	a $48.2 million increase in gross margin driven by new retail rates, an increase in weather-normalized retail demand and the impact from an unplanned outage at Wolf Creek in the first quarter of 2012, partially offset by unfavorable weather and increased purchased power and transmission of electricity by others expense;


•	a $7.1 million decrease in Wolf Creek operating and maintenance expenses primarily due to an unplanned outage in the first quarter of 2012;

•

a $17.3 million increase included in operating and maintenance expenses from certain regulatory items including increased pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates, costs for energy efficiency and demand side management programs under MEEIA, and solar rebates provided to customers, all of which are included in retail rates;


•	a $9.1 million increase in general taxes driven by increased property taxes;

•

a $22.8 million decrease in interest expense primarily due to the repayment of GMO's $500.0 million 11.875% Senior Notes at maturity in July 2012, a lower interest rate on the refinanced long-term debt that was underlying Great Plains Energy's $287.5 million Equity Units and an increase in the debt component of AFUDC at KCP&L, partially offset by increased interest expense due to KCP&L's issuance of $300.0 million 3.15% Senior Notes in March 2013; and


•	a $21.1 million increase in income tax expense driven primarily by increased pre-tax income and $4.5 million of income tax benefits related to the release of uncertain tax positions in 2012.

In addition, a higher number of shares outstanding due to the issuance of 17.1 million shares in connection with the June 2012 settlement of the purchase contracts underlying the Equity Units diluted earnings per share by $0.08.

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).

Wolf Creek Refueling Outage

Wolf Creek's latest refueling outage began on February 4, 2013, and the unit returned to service on April 15, 2013. A mid-cycle maintenance outage is planned for the first quarter of 2014 with the next refueling outage planned to begin in the first quarter of 2015.

Transmission Investment Opportunities

KCP&L and GMO jointly have a Southwest Power Pool, Inc. (SPP)-approved regional transmission project for an approximately 30-mile, 345kV transmission line from KCP&L's and GMO's Iatan generating station to KCP&L's Nashua substation with estimated construction costs of $65 million and an expected 2015 in-service date (Iatan-Nashua line). GMO has an SPP-approved regional transmission project for the Missouri portion of an approximately 180-mile, 345kV transmission line from Sibley, Missouri to Nebraska City, Nebraska with an expected 2017 in-service date (Sibley-Nebraska City line). In June 2013, the final route for the Sibley-Nebraska City line was determined and the previous cost estimate of $380 million for GMO's portion of the line is currently being reevaluated.

In August 2012, Transource Missouri, LLC (Transource Missouri), a wholly owned subsidiary of Transource Energy, LLC (Transource), filed a request with FERC seeking incentive rate treatment and acceptance of a formula

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transmission rate to recover the cost of current and future projects. In October 2012, FERC issued an order approving certain incentive rate treatments and conditionally accepting the formula transmission rate for Transource Missouri, subject to the outcome of an administrative hearing or settlement. In February 2013, Transource Missouri and another party to the case filed a settlement with FERC for the formula transmission rate. FERC approved the settlement in May 2013. Transource Missouri's base return on equity for the formula transmission rate approved by FERC is 9.8%. Including certain incentives approved by FERC, the weighted-average return on equity specifically for the Iatan-Nashua and Sibley-Nebraska City lines discussed above is approximately 11.1%.

In August 2012, KCP&L and GMO filed a request with the MPSC to authorize the transfer at cost of certain transmission property related to the two SPP-approved regional transmission projects to Transource Missouri. In August 2012, Transource Missouri filed a request with the MPSC seeking a Certificate of Convenience and Necessity (CCN) to construct, finance, own, operate and maintain the projects. In April 2013, KCP&L, GMO, Transource Missouri, MPSC staff and another party to the cases filed a non-unanimous stipulation and agreement with the MPSC requesting that the MPSC approve the KCP&L, GMO and Transource Missouri requests filed in August 2012, subject to certain conditions. The MPSC approved the stipulation and agreement in August 2013.

KCP&L and GMO received approval from the SPP to novate the projects to Transource Missouri in October 2013 and SPP has submitted its approval of the novation to FERC for final approval. Great Plains Energy expects that final FERC approval of the novation will be obtained so that the projects can be transferred in the first quarter of 2014.

ENVIRONMENTAL MATTERS

See Note 9 to the consolidated financial statements for information regarding environmental matters.

RELATED PARTY TRANSACTIONS

See Note 11 to the consolidated financial statements for information regarding related party transactions.

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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
	2013			2012			2013			2012
	(millions)
Operating revenues	$	765.0		$	746.2		$	1,907.5		$	1,829.5
Fuel	(156.6		)	(164.7		)	(410.0		)	(422.1		)
Purchased power	(25.7		)	(17.9		)	(99.4		)	(69.5		)
Transmission of electricity by others	(13.6		)	(9.8		)	(37.9		)	(25.9		)
Gross margin ^(a)	569.1			553.8			1,360.2			1,312.0
Other operating expenses	(224.1		)	(207.9		)	(642.7		)	(631.8		)
Depreciation and amortization	(73.3		)	(68.9		)	(216.1		)	(204.2		)
Operating income	271.7			277.0			501.4			476.0
Non-operating income and expenses	2.3			0.2			5.7			(4.9		)
Interest charges	(48.9		)	(48.1		)	(148.0		)	(170.8		)
Income tax expense	(81.8		)	(82.6		)	(126.0		)	(104.9		)
Loss from equity investments	(0.2		)	(0.1		)	(0.4		)	(0.2		)
Net income	143.1			146.4			232.7			195.2
Less: Net income attributable to noncontrolling interest	—			(0.2		)	—			—
Net income attributable to Great Plains Energy	143.1			146.2			232.7			195.2
Preferred dividends	(0.4		)	(0.4		)	(1.2		)	(1.2		)
Earnings available for common shareholders	$	142.7		$	145.8		$	231.5		$	194.0


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

Three Months Ended September 30, 2013, Compared to September 30, 2012

Electric utility's net income increased $3.5 million for the three months ended September 30, 2013, compared to the same period in 2012 primarily due to:


•	a $15.3 million increase in gross margin driven by:


•	an estimated $38 million increase from new retail rates in Kansas effective January 1, 2013, and Missouri effective January 26, 2013;


•	and estimated $20 million increase driven by an increase in weather-normalized retail demand; and


•	an estimated $44 million decrease due to unfavorable weather driven by an 18% decrease in cooling degree days;


•	a $2.9 million increase in Wolf Creek operating and maintenance expenses;

•

a $6.3 million increase included in operating and maintenance expenses from certain regulatory items including increased pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates, costs for energy efficiency and demand side management programs under MEEIA, and solar rebates provided to customers, all of which are included in retail rates; and


•	a $2.6 million increase in general taxes driven by increased property taxes.

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Great Plains Energy's corporate and other activities had a loss of $2.7 million for the three months ended September 30, 2013, compared to earnings of $3.9 million for the same period in 2012 primarily due to $4.5 million of income tax benefits in 2012 from the release of uncertain tax positions related to former GMO non-regulated operations.

Year to Date September 30, 2013, Compared to September 30, 2012

Electric utility's net income increased $28.3 million year to date September 30, 2013, compared to the same period in 2012 driven by:


•	a $48.2 million increase in gross margin driven by:


•	an estimated $96 million increase from new retail rates in Kansas effective January 1, 2013, and Missouri effective January 26, 2013;


•	an estimated $24 million increase driven by an increase in weather-normalized retail demand;


•	an estimated $4 million increase from the impact of an unplanned outage at Wolf Creek in the first quarter of 2012;


•	an estimated $56 million decrease due to unfavorable weather driven by a 27% decrease in cooling degree days partially offset by the impact of favorable weather during the first quarter of 2013; and


•	an estimated $20 million decrease primarily due to increased purchased power and transmission of electricity by others expense;


•	a $7.1 million decrease in Wolf Creek operating and maintenance expenses primarily due to an unplanned outage in the first quarter of 2012;

•


•	a $9.1 million increase in general taxes driven by increased property taxes;


•	a $7.6 million decrease in interest expense primarily due to:


•	a $13.4 million decrease from the repayment of GMO's $500.0 million 11.875% Senior Notes at maturity in July 2012;


•	a $4.1 million increase in the debt component of AFUDC resulting from a higher average construction work in progress balance due to environmental upgrades at KCP&L's La Cygne Station;


•	a $5.1 million increase due to KCP&L's issuance of $300.0 million 3.15% Senior Notes in March 2013; and


•	a $5.5 million increase relating to intercompany loans from Great Plains Energy to GMO; and


•	a $9.5 million increase in income tax expense driven by increased pre-tax income.

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Great Plains Energy's corporate and other activities loss decreased $9.2 million year to date September 30, 2013, compared to the same period in 2012 driven by:


•	a $6.0 million decrease in after-tax interest expense as a result of a lower interest rate on the refinanced long-term debt that was underlying Great Plains Energy's $287.5 million Equity Units;


•	a $3.3 million increase in after-tax intercompany interest income relating to intercompany loans from Great Plains Energy to GMO; and


•	year to date September 30, 2012, included:


•	a $1.8 million after-tax loss on the sale of real estate property; and


•	$4.5 million of income tax benefits from the release of uncertain tax positions related to former GMO non-regulated operations.

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 of electricity by others. Expenses for fuel, purchased power and transmission of electricity by others, 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.

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
	2013			2012			2013			2012
	(millions)
Operating revenues	$	765.0		$	746.2		$	1,907.5		$	1,829.5
Fuel	(156.6		)	(164.7		)	(410.0		)	(422.1		)
Purchased power	(25.7		)	(17.9		)	(99.4		)	(69.5		)
Transmission of electricity by others	(13.6		)	(9.8		)	(37.9		)	(25.9		)
Gross margin ^(a)	569.1			553.8			1,360.2			1,312.0
Other operating expenses	(223.5		)	(207.6		)	(640.7		)	(623.8		)
Depreciation and amortization	(73.3		)	(68.9		)	(216.1		)	(204.2		)
Operating income	272.3			277.3			503.4			484.0
Non-operating income and expenses	3.4			(0.5		)	7.1			(3.7		)
Interest charges	(46.7		)	(48.4		)	(141.9		)	(149.5		)
Income tax expense	(83.6		)	(86.5		)	(130.1		)	(120.6		)
Net income	$	145.4		$	141.9		$	238.5		$	210.2


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

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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	2013			2012			Change		2013	2012	Change
Retail revenues	(millions)								(thousands)
Residential	$	347.8		$	358.5		(3	)%	2,737	2,999	(9	)%
Commercial	286.2			272.8			5	%	2,905	2,934	(1	)%
Industrial	61.8			54.9			12	%	813	791	3	%
Other retail revenues	5.0			4.9			4	%	28	29	(2	)%
Kansas property tax surcharge	(0.2		)	1.7			N/M		N/A	N/A	N/A
Fuel recovery mechanism	5.3			10.5			(50	)%	N/A	N/A	N/A
Total retail	705.9			703.3			—	%	6,483	6,753	(4	)%
Wholesale revenues	48.1			31.8			51	%	1,829	1,429	28	%
Other revenues	11.0			11.1			(2	)%	N/A	N/A	N/A
Operating revenues	765.0			746.2			3	%	8,312	8,182	2	%
Fuel	(156.6		)	(164.7		)	(5	)%
Purchased power	(25.7		)	(17.9		)	44	%
Transmission of electricity by others	(13.6		)	(9.8		)	40	%
Gross margin ^(a)	$	569.1		$	553.8		3	%


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



	Revenues and Costs						%		MWhs Sold		%
Year to Date September 30	2013			2012			Change		2013	2012	Change
Retail revenues	(millions)								(thousands)
Residential	$	802.4		$	785.3		2	%	6,959	7,115	(2	)%
Commercial	747.9			704.1			6	%	8,095	8,187	(1	)%
Industrial	164.8			153.1			8	%	2,331	2,401	(3	)%
Other retail revenues	15.5			14.8			5	%	88	89	(1	)%
Kansas property tax surcharge	(0.2		)	4.6			N/M		N/A	N/A	N/A
Fuel recovery mechanism	19.4			20.7			(7	)%	N/A	N/A	N/A
Total retail	1,749.8			1,682.6			4	%	17,473	17,792	(2	)%
Wholesale revenues	121.1			114.0			6	%	4,460	4,708	(5	)%
Other revenues	36.6			32.9			11	%	N/A	N/A	N/A
Operating revenues	1,907.5			1,829.5			4	%	21,933	22,500	(3	)%
Fuel	(410.0		)	(422.1		)	(3	)%
Purchased power	(99.4		)	(69.5		)	43	%
Transmission of electricity by others	(37.9		)	(25.9		)	46	%
Gross margin ^(a)	$	1,360.2		$	1,312.0		4	%


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

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Electric utility's gross margin increased $15.3 million for the three months ended September 30, 2013, compared to the same period in 2012 primarily due to:


•	an estimated $38 million increase from new retail rates in Kansas effective January 1, 2013, and Missouri effective January 26, 2013;


•	and estimated $20 million increase driven by an increase in weather-normalized retail demand; and


•	an estimated $44 million decrease due to unfavorable weather driven by an 18% decrease in cooling degree days.

Electric utility's gross margin increased $48.2 million year to date September 30, 2013, compared to the same period in 2012 primarily due to:


•	an estimated $96 million increase from new retail rates in Kansas effective January 1, 2013, and Missouri effective January 26, 2013;


•	an estimated $24 million increase driven by an increase in weather-normalized retail demand;


•	an estimated $4 million increase from the impact of an unplanned outage at Wolf Creek in the first quarter of 2012;


•	an estimated $56 million decrease due to unfavorable weather driven by a 27% decrease in cooling degree days partially offset by the impact of favorable weather during the first quarter of 2013; and

•

an estimated $20 million decrease primarily due to increased purchased power and transmission of electricity by others expense. Purchased power expense increased primarily due to increased MWh purchases under new wind generation power purchase agreements, which are included in new retail rates. Transmission of electricity by others increased primarily due to SPP base plan funding transmission charges, of which a portion is included in new retail rates.

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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 increased $15.9 million for the three months ended September 30, 2013, compared to the same period in 2012 primarily due to:


•	a $2.9 million increase in Wolf Creek operating and maintenance expenses;


•	a $2.8 million increase in pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates;


•	$2.7 million relating to costs for energy efficiency and demand side management programs under MEEIA;


•	$0.8 million of regulatory asset amortization in 2013 for solar rebates provided to customers; and


•	a $2.6 million increase in general taxes driven by increased property taxes.

Electric utility's other operating expenses increased $16.9 million year to date September 30, 2013, compared to the same period in 2012 primarily due to:


•	a $6.5 million increase in pension expense corresponding to the resetting of pension expense trackers with the effective date of new retail rates;


•	$5.6 million relating to costs for energy efficiency and demand side management programs under MEEIA;


•	a $5.2 million increase relating to solar rebates provided to customers due to the deferral to a regulatory asset for recovery in future rates of $3.0 million in the first quarter of 2012 and $2.2 million of regulatory asset amortization in 2013; and


•	a $9.1 million increase in general taxes driven by increased property taxes.

These increases were partially offset by a $7.1 million decrease in Wolf Creek operating and maintenance expenses primarily due to an unplanned outage in the first quarter of 2012.

Electric Utility Depreciation and Amortization

Electric utility's depreciation and amortization increased $4.4 million and $11.9 million for the three months ended and year to date September 30, 2013, respectively, compared to the same periods in 2012 driven by higher depreciation rates for KCP&L as well as increased depreciation expense for other capital additions.

Electric Utility Non-Operating Income and Expenses

Electric utility's non-operating income and expenses increased $3.9 million and $10.8 million for the three months ended and year to date September 30, 2013, respectively, compared to the same periods in 2012 primarily due to an increase in the equity component of AFUDC at KCP&L.

Electric Utility Interest Charges

Electric utility's interest charges decreased $7.6 million year to date September 30, 2013, compared to the same period in 2012 primarily due to a $13.4 million decrease from the repayment of GMO's $500.0 million 11.875% Senior Notes at maturity in July 2012 and a $4.1 million increase in the debt component of AFUDC resulting from a higher average construction work in progress balance due to environmental upgrades at KCP&L's La Cygne Station. These decreases were partially offset by a $5.1 million increase due to KCP&L's issuance of $300.0 million 3.15% Senior Notes in March 2013 and a $5.5 million increase relating to intercompany loans from Great Plains Energy to GMO.

Electric Utility Income Tax Expense

Electric utility's income tax expense increased $9.5 million year to date September 30, 2013, compared to the same period in 2012 primarily due to increased pre-tax income.

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GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES

(September 30, 2013, compared to December 31, 2012)


•	Great Plains Energy's receivables, net increased $44.6 million primarily due to seasonal increases in customer accounts receivable along with new retail rates that became effective in January 2013.


•	Great Plains Energy's deferred income taxes - current assets decreased $37.6 million primarily due to the reclassification to deferred income taxes - deferred credits and other liabilities of $33.1 million of deferred tax assets relating to net operating losses driven by the expected timing of their utilization.


•	Great Plains Energy's construction work in progress increased $100.2 million primarily due to environmental upgrades at KCP&L's La Cygne Station.


•	Great Plains Energy's commercial paper decreased $477.1 million due to repayment with proceeds from KCP&L's issuance of $300.0 million of 3.15% Senior Notes, the remarketing of $112.8 million of EIRR bonds previously held by KCP&L and a portion of the proceeds from GMO's issuance of $350.0 million of senior notes under a note purchase agreement.


•	Great Plains Energy's current maturities of long-term debt decreased $256.0 million primarily due to the repayment of Great Plains Energy's $250.0 million 2.75% Senior Notes at maturity in August 2013.


•	Great Plains Energy's accounts payable decreased $130.8 million primarily due to the timing of cash payments.


•	Great Plains Energy's accrued taxes increased $79.2 million primarily due to the timing of property tax payments.

•

Great Plains Energy's deferred income taxes - deferred credits and other liabilities increased $94.4 million primarily due to an increase in temporary differences mostly as a result of bonus depreciation, partially offset by the reclassification from deferred income taxes - current assets of $33.1 million of deferred tax assets relating to net operating losses driven by the expected timing of their utilization.


•	Great Plains Energy's long-term debt increased $759.0 million primarily due to the issuance, at a discount, of KCP&L's $300.0 million of 3.15% Senior Notes in March 2013, the remarketing in April 2013 of $112.8 million of EIRR bonds previously held by KCP&L, and GMO's issuance of $350.0 million of senior notes under a note purchase agreement in August 2013.

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, 2013, consisted of $10.9 million of cash and cash equivalents on hand and $1.17 billion of unused bank lines of credit. The unused lines consisted of $192.2 million from Great Plains Energy's revolving credit facility, $572.5 million from KCP&L's credit facilities and $406.1 million from GMO's credit facilities. See Note 7 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

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combination of internally generated funds and proceeds from the issuance of equity securities, equity-linked securities and/or short-term and long-term debt. 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 $96.9 million increase in cash flows from operating activities for Great Plains Energy year to date September 30, 2013, compared to the same period in 2012 is primarily due to a $37.5 million increase in net income along with other changes in working capital that are detailed in Note 2 to the consolidated financial statements. The individual components of working capital vary with normal business cycles and operations.

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 $76.7 million year to date September 30, 2013, compared to the same period in 2012 primarily due to an increase in cash utility capital expenditures at the Wolf Creek nuclear unit for a back-up diesel generator and pipe replacement for the essential service water system, environmental upgrades at KCP&L's La Cygne Station and construction of the SPP-approved regional transmission line from the Iatan generating station to KCP&L's Nashua substation, in addition to normal plant activity.

Cash Flows from Financing Activities

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.

In June 2012, Great Plains Energy settled the obligations under the purchase contracts underlying its 5.7 million outstanding Equity Units by issuing approximately 17.1 million shares of its common stock in exchange for $287.4 million in cash proceeds which Great Plains Energy used to make an intercompany loan to GMO. GMO used the proceeds from the intercompany loan along with increased short-term borrowings to repay its $500.0 million 11.875% Senior Notes at maturity in July 2012. Great Plains Energy's cash flows from financing activities year to date September 30, 2012, also reflect repayment of KCP&L's $12.4 million of 4.00% EIRR bonds at maturity in January 2012.

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 February 2012, the MPSC authorized KCP&L to issue up to $300.0 million of long-term debt and to enter into interest rate hedging instruments in connection with such debt through December 31, 2013. At September 30, 2013, KCP&L had utilized all 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

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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, 2013, there was $976.3 million available under this authorization.

In January 2012, FERC authorized GMO to have outstanding at any time up to a total of $750.0 million in short-term debt instruments through March 2014, 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, 2013, there was $720.7 million available under this authorization.

In November 2011, FERC authorized GMO to issue up to a total of $850.0 million of long-term debt through December 2013. At September 30, 2013, there was $212.5 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, 2013, GMO had outstanding payables under the money pool of $2.7 million to Great Plains Energy.

Debt Agreements

See Note 7 to the consolidated financial statements for information regarding revolving credit facilities.

Pensions

The Company maintains defined benefit plans for substantially all active and inactive employees of KCP&L, GMO and WCNOC and incurs significant costs in providing the plans. Funding of the plans follows legal and regulatory requirements with funding equaling or exceeding the minimum requirements of ERISA. Year to date September 30, 2013, the Company contributed $40.2 million to the pension plans and expects to contribute an additional $17.2 million in 2013 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 $18.7 million under the provisions of these plans in 2013, 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
	2013			2012
	(millions)
Operating revenues	$	1,299.5		$	1,244.1
Fuel	(292.0		)	(297.8		)
Purchased power	(48.6		)	(23.7		)
Transmission of electricity by others	(25.9		)	(17.4		)
Gross margin ^(a)	933.0			905.2
Other operating expenses	(463.1		)	(457.3		)
Depreciation and amortization	(147.4		)	(138.6		)
Operating income	322.5			309.3
Non-operating income and expenses	7.6			(2.4		)
Interest charges	(94.5		)	(96.1		)
Income tax expense	(78.8		)	(74.6		)
Net income	$	156.8		$	136.2


^(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	2013			2012			Change		2013	2012	Change
Retail revenues	(millions)								(thousands)
Residential	$	498.8		$	485.7		3	%	4,224	4,363	(3	)%
Commercial	538.5			503.4			7	%	5,664	5,753	(2	)%
Industrial	98.1			90.6			8	%	1,328	1,385	(4	)%
Other retail revenues	9.8			9.4			4	%	65	66	(1	)%
Kansas property tax surcharge	(0.2		)	4.6			N/M		N/A	N/A	N/A
Fuel recovery mechanism	7.4			9.4			(22	)%	N/A	N/A	N/A
Total retail	1,152.4			1,103.1			4	%	11,281	11,567	(2	)%
Wholesale revenues	134.2			126.9			6	%	4,850	5,156	(6	)%
Other revenues	12.9			14.1			(8	)%	N/A	N/A	N/A
Operating revenues	1,299.5			1,244.1			4	%	16,131	16,723	(4	)%
Fuel	(292.0		)	(297.8		)	(2	)%
Purchased power	(48.6		)	(23.7		)	N/M
Transmission of electricity by others	(25.9		)	(17.4		)	49	%
Gross margin ^(a)	$	933.0		$	905.2		3	%


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

KCP&L's gross margin increased $27.8 million year to date September 30, 2013, compared to the same period in 2012 primarily due to:


•	an estimated $75 million increase from new retail rates in Kansas effective January 1, 2013, and Missouri effective January 26, 2013;


•	an estimated $15 million increase driven by an increase in weather-normalized retail demand;

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•	an estimated $4 million increase from the impact of an unplanned outage at Wolf Creek in the first quarter of 2012;


•	an estimated $39 million decrease due to unfavorable weather driven by a 27% decrease in cooling degree days partially offset by the impact of favorable weather during the first quarter of 2013; and

•

an estimated $27 million decrease primarily due to increased purchased power and transmission of electricity by others expense. Purchased power expense increased primarily due to increased MWh purchases under new wind generation power purchase agreements, which are included in new retail rates. Transmission of electricity by others increased primarily due to SPP base plan funding transmission charges, of which a portion is included in new retail rates.

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

KCP&L's other operating expenses increased $5.8 million year to date September 30, 2013, compared to the same period in 2012 primarily due to:


•	a $4.8 million increase in pension expense corresponding to the resetting of pensions expense trackers with the effective date of new retail rates;


•	a $2.4 million increase relating to solar rebates provided to customers due to the deferral to a regulatory asset for recovery in future rates of $1.6 million in the first quarter of 2012 and $0.8 million of regulatory asset amortization in 2013; and


•	a $4.8 million increase in general taxes driven by increased property taxes.

These increases were partially offset by a $7.1 million decrease in Wolf Creek operating and maintenance expenses primarily due to an unplanned outage in the first quarter of 2012.

KCP&L Depreciation and Amortization

KCP&L's depreciation and amortization increased $8.8 million year to date September 30, 2013, compared to the same period in 2012 driven by higher depreciation rates as well as increased depreciation expense for other capital additions.

KCP&L Non-Operating Income and Expenses

KCP&L's non-operating income and expenses increased $10.0 million year to date September 30, 2013, compared to the same period in 2012 primarily due to an increase in the equity component of AFUDC.

KCP&L Income Tax Expense

KCP&L's income tax expense increased $4.2 million year to date September 30, 2013, compared to the same period in 2012 primarily due to increased 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, regulatory, operational and credit risks and are discussed elsewhere in this document as well as in the 2012 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 2012 Form 10-K of each of Great Plains Energy and KCP&L, incorporated herein by reference.

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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, 2013, was $16.5 million.

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

During the quarterly period ended September 30, 2013, Great Plains Energy implemented a significant upgrade of financial reporting applications. The system upgrade and related changes to processes have changed Great Plains Energy's internal control over financial reporting while providing the ability to increase standard functionality. Great Plains Energy has taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during fiscal year 2013 and will continue to evaluate the operating effectiveness of related key controls during subsequent periods.

Other than the system upgrade discussed above, 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, 2013, 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

During the quarterly period ended September 30, 2013, KCP&L implemented a significant upgrade of financial reporting applications. The system upgrade and related changes to processes have changed KCP&L's internal control over financial reporting while providing the ability to increase standard functionality. KCP&L has taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during fiscal year 2013 and will continue to evaluate the operating effectiveness of related key controls during subsequent periods.

Other than the system upgrade discussed above, 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, 2013, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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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 9, 10 and 17 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 2012 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.

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, 2013.



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		315	(1)		$	23.00		—	N/A
August 1 - 31		17,131	(1)(2)		22.73			—	N/A
September 1 - 30		24	(1)		23.01			—	N/A
Total		17,470			$	22.73		—	N/A


⁽¹⁾	Represents common shares surrendered to the Company related to the forfeiture of restricted common shares.


⁽²⁾	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

None.

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ITEM 6. EXHIBITS



Exhibit Number		Description of Document	Registrant

10.1		Second Amendment to Credit Agreement, dated as of October 17, 2013, among Great Plains Energy Incorporated, Certain Lenders, Bank of America, N.A., JPMorgan Chase Bank, N.A., and Union Bank, N.A., as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Union Bank, N.A., as Joint Lead Arrangers and Joint Book Managers.	Great Plains Energy

10.2		Second Amendment to Credit Agreement, dated as of October 17, 2013, among Kansas City Power & Light Company, Certain Lenders, Bank of America, N.A., JPMorgan Chase Bank, N.A., and Union Bank, N.A., as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Union Bank, N.A., as Joint Lead Arrangers and Joint Book Managers.	Great Plains Energy KCP&L

10.3		Second Amendment to Credit Agreement, dated as of October 17, 2013, among KCP&L Greater Missouri Operations Company, Certain Lenders, Bank of America, N.A., JPMorgan Chase Bank, N.A., and Union Bank, N.A., as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Union Bank, N.A., as Joint Lead Arrangers and Joint Book Managers.	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

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

* 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 7, 2013	By: /s/ Terry Bassham
		(Terry Bassham)
		(Chief Executive Officer)

Dated:	November 7, 2013	By: /s/ Lori A. Wright
		(Lori A. Wright)
		(Principal Accounting Officer)



		KANSAS CITY POWER & LIGHT COMPANY

Dated:	November 7, 2013	By: /s/ Terry Bassham
		(Terry Bassham)
		(Chief Executive Officer)

Dated:	November 7, 2013	By: /s/ Lori A. Wright
		(Lori A. Wright)
		(Principal Accounting Officer)

GXP-9/30/2013-EX10.1 (GPE) Second Amendment to Credit Agreement

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT

Dated as of October 17, 2013

among

GREAT PLAINS ENERGY INCORPORATED,

as the Borrower,

CERTAIN LENDERS,

BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., and UNION BANK, N.A.,

as Syndication Agents

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swing Line Lender and an Issuer

WELLS FARGO SECURITIES, LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

J.P. MORGAN SECURITIES LLC, and

UNION BANK, N.A.,

as Joint Lead Arrangers and Joint Book Managers

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of October 17, 2013 (this “Agreement”) is entered into among Great Plains Energy Incorporated, a Missouri corporation (the “Borrower”), the lenders party hereto designated as “Continuing Lenders” on its signature page (the “Continuing Lenders”), the lenders party hereto designated as “Exiting Lenders” on its signature page (the “Exiting Lenders”), Bank of America, N.A., JPMorgan Chase Bank, N.A., and Union Bank, N.A., as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an Issuer (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (defined below).

RECITALS

WHEREAS, the Borrower, the lenders party thereto, Union Bank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents and Bank of America, N.A., as Administrative Agent entered into that certain Credit Agreement dated as of August 9, 2010 (as amended by the First Amendment to Credit Agreement, dated as of December 9, 2011, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below; and

WHEREAS, Wells Fargo Bank, National Association has agreed to replace Bank of America, N.A. as the Administrative Agent under the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments. The Credit Agreement is hereby amended as follows:

(a) The definition of “Administrative Agent” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Administrative Agent” means Wells Fargo in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

(b) The definition of “Administrative Agent’s Fee Letter” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Administrative Agent’s Fee Letter” means that certain fee letter dated September 11, 2013 among Wells Fargo, Wells Fargo Securities, the Borrower, KCPL GMO and KCPL.

(c) The definition of “Alternate Base Rate” in Section 1.1 of the Credit Agreement is hereby amended by deleting all references to “Bank of America” therein and substituting therefor “Wells Fargo”.

(d) The definition of “Arrangers” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Arrangers” means Wells Fargo Securities, MLPFS, JPMS, and Union Bank, N.A. and “Arranger” means any one of them.

(e) The definition of “Eurodollar Base Rate” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

(a) for any interest rate calculation with respect to an Eurodollar Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “Eurodollar Base Rate” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.

(b) for any interest rate calculation with respect to a Floating Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “Eurodollar Base Rate” for such Floating Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination.

(f) The definition of “Facility Termination Date” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Facility Termination Date” means (a) the later of (i) October 17, 2018 and (ii) with respect to some or all of the Lenders if the Facility Termination Date is extended pursuant to Section 2.21, such extended Facility Termination Date or (b) any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

(g) The definition of “FATCA” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

(h) The definition of “Federal Funds Rate” in Section 1.1 of the Credit Agreement is hereby amended by deleting all references to “Bank of America” therein and substituting therefor “Wells Fargo”.

(i) The definition of “Fee Letter” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Fee Letter” means that certain passive arrangers fee letter dated September 11, 2013 among Bank of America, MLPFS, JPMS, JPMorgan Chase Bank, N.A., Union Bank and the Borrower, KCPL GMO and KCPL.

(j) The definition of “Issuer” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Issuer” means each of Wells Fargo, Bank of America, JPMorgan Chase and Union Bank and any other Lender selected by the Borrower with the approval of the Administrative Agent (except with respect to any selection for which such approval is not required pursuant to Section 2.19(n)), in each case, in its capacity as an issuer of Letters of Credit hereunder and includes, without limitation, any Lender appointed by the Borrower (with the consent of the Administrative Agent, except with respect to any selection for which such approval is not required pursuant to Section 2.19(n)) as such by notice to the Lenders as a replacement for any Issuer who at the time of such appointment is a Defaulting Lender. For the avoidance of doubt, any Lender (other than Wells Fargo, Bank of America, JPMorgan Chase and Union Bank) approached to become an issuer of Letters of Credit may elect or decline, in its sole discretion, to become an issuer. The Bank of Tokyo-Mitsubishi UFJ, Ltd. shall be deemed an Issuer solely with respect to Letters of Credit issued by the Bank of Tokyo-Mitsubishi UFJ, Ltd. outstanding as of the Second Amendment Effective Date as described on Schedule V.

(k) The definition of “KCPL Credit Agreement” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“KCPL Credit Agreement” means that certain Credit Agreement dated as of the Closing Date among KCPL, the financial institutions party thereto, Bank of America, JPMorgan Chase and Union Bank, as syndication agents and Wells Fargo, as administrative agent, as amended or modified from time to time.

(l) The definition of “KCPL GMO Credit Agreement” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“KCPL GMO Credit Agreement” means that certain Credit Agreement dated as of the Closing Date among KCPL GMO, the financial institutions party thereto, Bank of America, JPMorgan Chase and Union Bank, as syndication agents and Wells Fargo, as administrative agent, as amended or modified from time to time.

(m) The definition of “Swing Line Lender” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Swing Line Lender” means Wells Fargo in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

(n) The definition of “Syndication Agents” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Syndication Agents” means Bank of America, JPMorgan Chase and Union Bank, each in its capacity as syndication agent hereunder, and not in its individual capacity as a Lender, and any successor thereto.

(o) The following definition of “Anti-Corruption Laws” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower and its Affiliates concerning or relating to bribery or corruption

(p) The following definition of “Designated Person” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Designated Person” means any Person listed on a Sanctions List.

(q) The following definition of “Group” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Group” means the Borrower and its subsidiaries from time to time.

(r) The following definition of “JPMorgan Chase” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“JPMorgan Chase” means JPMorgan Chase Bank, N.A.

(s) The following definition of “JPMS” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows

“JPMS” means J.P. Morgan Securities, LLC.

(t) The following definition of “OFAC” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

(u) The following definition of “Sanctioned Country” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Sanctioned Country” means a country or territory which is at any time subject to Sanctions.

(v) The following definition of “Sanctions” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Sanctions” means:

(a) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government and administered by OFAC, and

(b) economic or financial sanctions imposed, administered or enforced from time to time by the U.S. State Department, the U.S. Department of Commerce or the U.S. Department of the Treasury.

(w) The following definition of “Sanctions List” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Sanctions List” means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held by the U.S. government and administered by OFAC, the U.S. State Department, the U.S. Department of Commerce or the U.S. Department of the Treasury or the United Nations Security Council or any similar list maintained by any other U.S. government entity, in each case as the same may be amended, supplemented or substituted from time to time.

(x) The following definition of “Second Amendment Effective Date” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Second Amendment Effective Date” shall have the meaning set forth in the Second Amendment to Credit Agreement dated October 17, 2013.

(y) The following definition of “Wells Fargo Securities” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“Wells Fargo Securities” means Wells Fargo Securities, LLC.

(z) The definition of “BTMU” is hereby deleted from Section 1.1 of the Credit Agreement in its entirety and each reference to “BTMU” in the Credit Agreement is hereby amended to read “Union Bank”.

(aa) Section 2.5 of the Credit Agreement is hereby amended to replace any reference to “Commitment Fee” with “commitment fee”.

(bb) Section 2.22(b) of the Credit Agreement is hereby amended to replace any reference to “Bank of America” with “Wells Fargo”.

(cc) Article V of the Credit Agreement is hereby amended by adding a new Section 5.20 to read as follows:

5.20 OFAC.

(a) The Borrower and its Subsidiaries have conducted their business in compliance with Anti-Corruption Laws.

(b) None of the Borrower or its Subsidiaries or, to their knowledge, their respective directors or officers, acting or benefiting in any capacity in connection with the Loans:

(i) is a Designated Person;

(ii) is a Person that is owned or controlled by a Designated Person;

(iii) is located, organized or resident in a Sanctioned Country; or

(iv) has directly or indirectly engaged in, or is now directly or indirectly engaged in, any dealings or transactions (1) with any Designated Person, (2) in any Sanctioned Country, or (3) otherwise in violation of Sanctions.

(dd) Section 6.1(a) of the Credit Agreement is hereby amended to read as follows:

Within ninety (90) days after the close of each of Borrower’s fiscal years, (i) an unqualified audit report certified by an independent registered public accounting firm which is a member of the “Big Four,” prepared in accordance with GAAP on a consolidated basis for the Borrower and its Consolidated

Subsidiaries, including balance sheets as of the end of such period and related statements of income, common shareholders’ equity and cash flows, accompanied by any management letter prepared by said accountants and (ii) an unaudited consolidating balance sheet for the Borrower and its Subsidiaries as of the end of such period and related consolidating income statements, certified by the Chief Accounting Officer or Chief Financial Officer of the Borrower.

(ee) Section 6.1(b) of the Credit Agreement is hereby amended to read as follows:

Within forty-five (45) days after the close of the first three (3) quarterly periods of each of the Borrower’s fiscal years, for the Borrower and its Consolidated Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by the Chief Accounting Officer or Chief Financial Officer of the Borrower.

(ff) Article VI of the Credit Agreement is hereby amended by adding a new Section 6.18 to read as follows:

6.18 OFAC Compliance.

(a) The Borrower shall not, and shall ensure that none of its Subsidiaries will, directly or indirectly use the proceeds of the Loans: (i) for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977; (ii) to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time.

(b) The Borrower shall not, and shall ensure that none of its Subsidiaries will, knowingly use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons, or (ii) any Sanctioned Country, to pay or repay any amount owing to any Lender under any of the Loan Documents.

(c) The Borrower shall, and shall ensure that each of its Subsidiaries will conduct its business in all material respects in compliance with Anti-Corruption Laws.

requirements for the export or import of related goods or services) or Borrower's execution, delivery and performance of the Loan Documents.

(gg) Section 12.1(f) of the Credit Agreement is hereby amended to read as follows:

“Any Lender may at any time pledge or assign a security interest in all or any portion of its right under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central banks; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.”

(hh) Schedule I to the Credit Agreement is hereby amended to read as shown in Schedule I attached to this Agreement.

(ii) Schedule IV to the Credit Agreement is hereby amended to read as shown in Schedule IV attached to this Agreement.

(jj) The Credit Agreement is hereby amended to add Schedule V as set forth in Schedule V attached to this Agreement.

(kk) Exhibits A, B, C, D and E to the Credit Agreement are hereby amended to replace any reference therein to “Bank of America” with “Wells Fargo”.

(ll) The CUSIP number appearing on the cover page to the Credit Agreement is hereby deleted in its entirety and amended to read as follows:



Published CUSIP Number:	39116FAH8
Revolving Credit CUSIP Number:	39116FAJ4

2. Appointment of Successor Administrative Agent.

(a) Pursuant to Section 10.6 of the Credit Agreement, the Borrower and the Required Lenders hereby appoint Wells Fargo Bank, National Association as the Administrative Agent under the Credit Agreement, and all other Loan Documents, as the successor to Bank of America (the “Preceding Administrative Agent”). The Borrower, the Agents and the Lenders further agree at the expense of the Borrower to execute, file and record any and all documents Wells Fargo reasonably believes to be necessary or desirable in order to evidence its appointment as the successor Administrative Agent.

(b) Waiver of Notice Period. The Borrower, the Required Lenders and the Administrative Agent waive the notice period requirement under Section 10.6 of the Credit Agreement requiring five (5) Business Days’ prior written notice to the Borrower of the resignation of the Administrative Agent.

(c) Effect of Appointment. On the Second Amendment Effective Date, (i) Wells Fargo shall succeed to and become vested with all the rights, powers, privileges and duties of the Administrative Agent under all of the Loan Documents, (ii) any reference to the term “Administrative Agent” in any Loan Document shall be deemed a reference to Wells Fargo, as successor Administrative Agent, (iii) the Preceding Administrative Agent’s rights, powers, privileges and duties under the Loan Documents shall be terminated and the provisions of Article X of the Credit Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents and (iv) all references to “Bank of America” in Article X of the Credit Agreement and Section 12.1(h) of the Credit Agreement shall be amended to refer to “Wells Fargo.”

3. Assignments and Assumptions.

(a) Assignments. Each of the parties hereto acknowledges and agrees that (i) the Exiting Lenders desire to sell and assign their Commitments to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement, and (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or increase their existing Commitments. As an administrative convenience and to avoid the necessity that each of such Lenders enter into separate Assignment Agreements, the parties hereto acknowledge and agree that, effective as of the Second Amendment Effective Date, each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders increasing their Commitments its Commitment and Loans which are outstanding on the Second Amendment Effective Date, and the Continuing Lenders increasing their Commitments shall be deemed to have purchased and assumed the Commitments and Loans of the Exiting Lenders, in each case in amounts such that the Commitments of the Lenders after giving effect thereto shall be as reflected on Schedule I attached hereto.

(b) Exiting Lender Representations and Warranties. Each Exiting Lender hereby (i) warrants that it is the legal and beneficial owner of the interest being assigned by it pursuant to Section 3(a) hereof free and clear of any adverse claim created by such Exiting Lender and that its Commitment outstanding immediately prior to the Second Amendment Effective Date is as set forth on Exhibit A attached hereto, and (ii) except as set forth in clause (i), makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower of any of its obligations under the Credit Agreement, as modified hereby, any other Loan Document or any other instrument or document furnished pursuant thereto.

that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and the transactions contemplated by Section 3(a) hereof, (iii) will independently and without reliance upon the Administrative Agent, any of the Exiting Lenders or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, as modified hereby, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement, as modified hereby, as delegated to the Administrative Agent, by the terms thereof and hereof, together with such powers as are reasonably incidental thereto, and (v) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement, as modified hereby, are required to be performed by it as a Lender.

(d) Satisfaction of Section 12.1 Requirements. Notwithstanding anything to the contrary contained in the Credit Agreement, the parties acknowledge and agree that this Section 3 shall be deemed to satisfy all requirements set forth in Section 12.1 of the Credit Agreement for the assignment and assumption of the Commitments and related rights and obligations being sold and assigned pursuant hereto, including without limitation, the requirement that a separate Assignment Agreement be entered into in connection with each such sale and assignment.

(e) Letters of Credit. Effective on the Second Amendment Effective Date, the participations in Letters of Credit under the Credit Agreement shall be adjusted to give effect to any change in the Letter of Credit Commitment of any Lender as a result of this Agreement.

(f) THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE EXITING LENDERS ARE ENTERING INTO THIS AGREEMENT SOLELY FOR THE PURPOSES OF THIS SECTION 3 AND SHALL NOT BE DEEMED TO BE BOUND BY ANY TERM OR PROVISION OF THIS AGREEMENT OTHER THAN THIS SECTION 3.

4. Conditions Precedent. The amendments set forth in Section 1 shall become effective as of the date (the “Second Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a) the receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Administrative Agent and the Lenders;

(b) the receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent:

(i) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental

Authority of the state or other jurisdiction of its incorporation or organization and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the date hereof;

(ii) such certificates of resolutions and/or other certificates of Authorized Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement; and

(iii) such documents and certifications as the Administrative Agent may require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;

(c) the receipt by the Administrative Agent of favorable opinions of legal counsel to the Borrower, addressed to the Administrative Agent and each Lender, dated as of the date hereof and in form and substance satisfactory to the Administrative Agent, addressing the execution, delivery and enforceability of this Agreement and other matters that were addressed in the opinion provided in connection with the original delivery of the Credit Agreement on August 9, 2010, with respect to this Agreement;

(d) the receipt by the Administrative Agent of written money transfer instructions, in substantially the form of Exhibit C to the Credit Agreement, addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested;

(e) all Obligations of Borrower with respect to Loans outstanding on or before the date hereof shall have been paid; and any accrued and unpaid interest and fees (including any commitment fees and Letter of Credit Fees), and any expenses due and payable pursuant to Section 3.4 of the Credit Agreement, if any, shall have been paid; and

(f) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders pursuant to the Fee Letter and the Administrative Agent’s Fee Letter on or before the date hereof shall have been paid.

5. Miscellaneous.

(a) The Credit Agreement, and the obligations of the Borrower thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. The Borrower acknowledges and confirms that as of the date hereof the Borrower’s obligation to repay the outstanding principal amount of the Loans and reimburse the Issuers for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims. The Administrative Agent, each Syndication Agent, each Lender and the Borrower acknowledge and confirm that by entering into this Agreement, each party does not waive or release any term or condition of the Credit Agreement or any of the other Loan

Documents or any of their rights or remedies under such Loan Documents or applicable Law or any of the obligations of such party thereunder.

(b) The Borrower hereby represents and warrants as follows:

(i) The Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.

(ii) This Agreement has been duly executed and delivered by the Borrower and constitutes the Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Agreement.

(c) The Borrower represents and warrants to the Lenders that (i) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement are true and correct as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Unmatured Default.

(d) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy or electronic mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(e) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(f) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document.

[remainder of page intentionally left blank]

Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.



BORROWER:				GREAT PLAINS ENERGY INCORPORATED,
				a Missouri corporation

				By: /s/ Kevin E. Bryant
				Name: Kevin E. Bryant
				Title: Vice President - Investor Relations and
				Strategic Planning and Treasurer

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT



ADMINISTRATIVE AGENT:	WELLS FARGO BANK, NATIONAL
	ASSOCIATION,
	as Administrative Agent

	By: /s/ Allison Newman
	Name: Allison Newman
	Title: Director

LENDERS:	WELLS FARGO BANK, NATIONAL
	ASSOCIATION,
	as a Continuing Lender, an Issuer and Swing Line
	Lender

	By: /s/ Allison Newman
	Name: Allison Newman
	Title: Director

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

BANK OF AMERICA, N.A.,

as a Continuing Lender, Syndication Agent and an Issuer

By: /s/ William Merritt

Name: William Merritt

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A.,

as a Continuing Lender, Syndication Agent and as an Issuer

By: /s/ Helen D. Davis

Name: Helen D. Davis

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

UNION BANK, N.A.,

as a Continuing Lender, Syndication Agent and as an Issuer

By: /s/ Michael Agrimis

Name: Michael Agrimis

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

BARCLAYS BANK PLC,

as a Continuing Lender

By: /s/ Sreedhar R. Kona

Name: Sreedhar R. Kona

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

BNP PARIBAS,

as a Continuing Lender

By: /s/ Francis DeLaney

Name: Francis DeLaney

Title: Managing Director

By: /s/ Roberto Impeduglia

Name: Roberto Impeduglia

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

GOLDMAN SACHS BANK USA,

as a Continuing Lender

By: /s/ Mark Walton

Name: Mark Walton

Title: Authorized Signatory

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

KEYBANK NATIONAL ASSOCIATION,

as a Continuing Lender

By: /s/ Sukanya V. Raj

Name: Sukanya V. Raj

Title: Senior Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

SUNTRUST BANK,

as a Continuing Lender

By: /s/ Andrew Johnson

Name: Andrew Johnson

Title: Director

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

THE ROYAL BANK OF SCOTLAND PLC,

as a Continuing Lender

By: /s/ Andrew Taylor

Name: Andrew Taylor

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,

as a Continuing Lender

By: /s/ John M. Eyerman

Name: John M. Eyerman

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

THE BANK OF NEW YORK MELLON,

as a Continuing Lender

By: /s/ Hussam S. Alsahlani

Name: Hussam S. Alsahlani

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

UMB BANK, N.A.,

as a Continuing Lender

By: /s/ Robert P. Elbert

Name: Robert P. Elbert

Title: Senior Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

COMMERCE BANK N.A.,

as a Continuing Lender

By: /s/ Aaron M. Siders

Name: Aaron M. Siders

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

THE BANK OF NOVA SCOTIA,

as an Exiting Lender

By: /s/ Thane Rattew

Name: Thane Rattew

Title: Managing Director

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD.,

as an Exiting Lender

By: /s/ Chi-Cheng Chen

Name: Chi-Cheng Chen

Title: Vice President

GREAT PLAINS ENERGY INCORPORATED

SECOND AMENDMENT TO CREDIT AGREEMENT

SCHEDULE I

COMMITMENTS



Lender	Commitment
Wells Fargo Bank, National Association		$19,600,000.00
Bank of America, N.A.		$19,600,000.00
JPMorgan Chase Bank, N.A.		$19,600,000.00
Union Bank, N.A.		$19,600,000.00
Barclays Bank PLC		$14,400,000.00
BNP Paribas		$14,400,000.00
Goldman Sachs Bank USA		$14,400,000.00
KeyBank National Association		$14,400,000.00
SunTrust Bank		$14,400,000.00
The Royal Bank of Scotland PLC		$14,400,000.00
U.S. Bank, National Association		$14,400,000.00
The Bank of New York Mellon		$8,000,000.00
UMB Bank, N.A.		$8,000,000.00
Commerce Bank		$4,800,000.00
Total		$200,000,000.00

LETTER OF CREDIT COMMITMENTS



	Issuer	Letter of Credit Commitment
	Bank of America, N.A.	$12,500,000.00
	Wells Fargo Bank, National Association	$12,500,000.00
	JPMorgan Chase Bank, N.A.	$12,500,000.00
	Union Bank, N.A.	$12,500,000.00
	Total	$50,000,000.00

SCHEDULE IV

CERTAIN ADDRESSES FOR NOTICES

BORROWER:

1200 Main Street

Kansas City, MO 64105

Attention: Jim Gilligan, Assistant Treasurer

Telephone: (816) 556-2084

Facsimile: (816) 556-2992

Electronic Mail: jim.gilligan@kcpl.com

ADMINISTRATIVE AGENT:

Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

Wells Fargo Bank, N.A.

Charlotte, NC

ABA:

Acct:

Acct Name: Agency Services Clearing A/C

Ref: GREAT PLAINS ENERGY INCORPORATED

Attn: Financial Cash Controls

Other Notices as Administrative Agent:

Wells Fargo Bank, National Association

1525 West W.T. Harris Blvd.

Mail Code: D1109-019

Charlotte, North Carolina 28262

Attention: Syndication Agency Services

Telephone: (704) 590 2706

Facsimile: (704) 590 2790

E-mail: agencyservices.requests@wellsfargo.com

ISSUERS:

Wells Fargo Bank, National Association

One Wells Fargo Center, 15th Floor

301 South College Street

Charlotte, North Carolina 28288-0760

Attention: Gloria Sanchez

Telephone: (713) 319-1958

Facsimile: (866) 814-5027

Email: Gloria.j.sanchez@wellsfargo.com

Email: PUGLCRequests@wellsfargo.com

Bank of America, N.A.

Trade Operations

1000 West Temple Street, 7th Floor

Mail Code: CA9−705−07−05

Los Angeles, CA 90012 1514

Attention: Sandra Leon

Telephone: (213) 580−8369

Telecopier: (213) 457−8841

Electronic Mail: sandra.leon@baml.com

JPMorgan Chase Bank, N.A.

10 S. Dearborn

Chicago, IL 60603

Attention: Latha Maheshwari

Telephone: (855) 609-3359

Telecopier: (312) 256-2608

Electronic Mail: Chicago.lc.agency.activity.team@jpmchase.com

Union Bank, N.A., Trade Services Operations Department

1980 Saturn Street, V02-906

Monterey Park, CA 91755

Attention: Cris Purugganan

Telephone: (323) 720-7957

Telecopier: (323) 720−2772

Electronic Mail: cristina.purugganan@unionbank.com

SCHEDULE V

Irrevocable Standby Letter of Credit no. S015179 dated August 8, 2008 issued by The Bank of Tokyo-Mitsubishi UFJ Ltd. in favor of Great Plains Energy Incorporated.

EXHIBIT A

EXITING LENDER COMMITMENTS



Exiting Lender	Commitment
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$9,200,000
The Bank of Nova Scotia	$13,600,000
TOTAL	$22,800,000

GXP-9/30/2013-EX10.2 (KCP&L) Second Amendment to Credit Agreement

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT

Dated as of October 17, 2013

among

KANSAS CITY POWER & LIGHT COMPANY,

as the Borrower,

CERTAIN LENDERS,

BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., and UNION BANK, N.A.,

as Syndication Agents

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swing Line Lender and an Issuer

WELLS FARGO SECURITIES, LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

J.P. MORGAN SECURITIES LLC, and

UNION BANK, N.A.,

as Joint Lead Arrangers and Joint Book Managers

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of October 17, 2013 (this “Agreement”) is entered into among Kansas City Power & Light Company, a Missouri corporation (the “Borrower”), the lenders party hereto designated as “Continuing Lenders” on its signature page (the “Continuing Lenders”), the lenders party hereto designated as “Exiting Lenders” on its signature page (the “Exiting Lenders”), Bank of America, N.A., JPMorgan Chase Bank, N.A., and Union Bank, N.A., as Syndication Agents and Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an Issuer (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (defined below).

RECITALS

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below; and

WHEREAS, Wells Fargo Bank, National Association has agreed to replace Bank of America, N.A. as the Administrative Agent under the Credit Agreement.

1. Amendments. The Credit Agreement is hereby amended as follows:

(a) The definition of “Administrative Agent” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Administrative Agent” means Wells Fargo in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

(b) The definition of “Administrative Agent’s Fee Letter” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Administrative Agent’s Fee Letter” means that certain fee letter dated September 11, 2013 among Wells Fargo, Wells Fargo Securities, the Borrower, KCPL GMO and Great Plains.

(d) The definition of “Arrangers” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Arrangers” means Wells Fargo Securities, MLPFS, JPMS, and Union Bank, N.A. and “Arranger” means any one of them.

(e) The definition of “Eurodollar Base Rate” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

(a) for any interest rate calculation with respect to an Eurodollar Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period (rounded, upward if necessary, to the nearest 1/100^th of 1%). If, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “Eurodollar Base Rate” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.

(f) The definition of “Facility Termination Date” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

(g) The definition of “FATCA” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

(i) The definition of “Fee Letter” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

(j) The definition of “Great Plains Credit Agreement” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

“Great Plains Credit Agreement” means that certain Credit Agreement dated as of the Closing Date among Great Plains, the financial institutions party thereto, Bank of America, JPMorgan Chase and Union Bank, as syndication agents and Wells Fargo, as administrative agent, as amended or modified from time to time.

(k) The definition of “Issuer” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

JPMorgan Chase and Union Bank) approached to become an issuer of Letters of Credit may elect or decline, in its sole discretion, to become an issuer. Notwithstanding the foregoing JPMorgan Chase shall be the Issuer with respect to those Existing Letters of Credit identified on Part A of Schedule II.