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~~March 3031, ~~2012~~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 October 31, 2012, Great Plains Energy Incorporated had 153,475,437 shares of common stock outstanding. On October 31, 2012, Kansas City Power & Light Company had one share of common stock outstanding and held by Great Plains Energy Incorporated.

On May 6, 2013, Great Plains Energy Incorporated had 153,730,325 shares of common stock outstanding. On May 6, 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 ~~2011~~2012 Form 10-K for each of Great Plains Energy and KCP&L.

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TABLE OF CONTENTS
			Page Number	~~Page Number~~
Cautionary Statements Regarding Certain Forward-Looking Information			3	4
Glossary of Terms			4	5
Part I. Financial Information
Part I - Financial Information
Item 1.	Financial Statements
	Great Plains Energy Incorporated
	Unaudited Consolidated Balance Sheets		6	7
	Unaudited Consolidated Statements of Income and Comprehensive Income		8	9
	Unaudited Consolidated Statements of Cash Flows		9	10
	Unaudited Consolidated Statements of Common Shareholders' Equity		10	11
	Kansas City Power & Light Company
	Unaudited Consolidated Balance Sheets		11	12
	Unaudited Consolidated Statements of Income and Comprehensive Income		13	14
	Unaudited Consolidated Statements of Cash Flows		14	15
	Unaudited Consolidated Statements of Common Shareholder's Equity		15	16
	Combined Notes to Unaudited Consolidated Financial Statements for Great Plains Energy Incorporated and Kansas City Power & Light Company		16	17
	Note 1:	Summary of Significant Accounting Policies	16	17
	Note 2:	Supplemental Cash Flow Information	18	19
	Note 3:	Receivables	19	20
	Note 4:	Nuclear Plant	20	22
	Note 5:	~~Regulatory~~Pension ~~Matters~~Plans and Other Employee Benefits	21	23
	Note 6:	~~Pension~~Equity ~~Plans and Other Employee Benefits~~Compensation	22	25
	Note 7:	~~Equity~~Short-Term ~~Compensation~~Borrowings and Short-Term Bank Lines of Credit	24	26
	Note 8:	~~Short~~Long-Term ~~Borrowings and Short-Term Bank Lines of Credit~~Debt	25	27
	Note 9:	~~Long-Term~~Commitments ~~Debt~~and Contingencies	26	28
	Note 10:	~~Commitments~~Legal ~~and Contingencies~~Proceedings	32	30
	Note 11:	~~Legal~~Related ~~Proceedings~~Party Transactions and Relationships	32	37
	Note 12:	~~Related~~Derivative ~~Party Transactions and Relationships~~Instruments	32	38
	Note 13:	~~Derivative~~Fair ~~Instruments~~Value Measurements	37	38
	Note 14:	~~Fair~~Accumulated ~~Value~~Other ~~Measurements~~Comprehensive Income (Loss)	41	44
	Note 15:	Taxes	42	48
	Note 16:	Segments and Related Information	44	51
	Note 17:	~~Goodwill~~Regulatory Matters	45	52
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		46	53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		55	67
Item 4.	Controls and Procedures		55	67
Part II. Other Information
Part II - Other Information
Item 1.	Legal Proceedings		56	68
Item 1A.	Risk Factors		56	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		57	68
Item 3.	Defaults Upon Senior Securities		57	68
Item 4.	Mine Safety Disclosures		57	68
Item 5.	Other Information		57	68
Item 6.	Exhibits		59	69
Signatures			61	70

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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~~, including, but not limited to, possible further deterioration in economic conditions and the timing and extent of economic recovery~~; 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 ~~2011~~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
Collaboration Agreement		Agreement among KCP&L, the Sierra Club and the Concerned Citizens of Platte County
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
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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Abbreviation or Acronym		Definition
MAP-21		Moving Ahead for Progress in the 21st Century Act
MATS		Mercury and Air Toxics Standards
MD&A		Management's Discussion and Analysis of Financial Condition and Results of Operations
MDNR		Missouri Department of Natural Resources
MEEIA		Missouri Energy Efficiency Investment Act
MGP		Manufactured gas plant
MPS Merchant		MPS Merchant Services, Inc., a wholly owned subsidiary of GMO
MPSC		Public Service Commission of the State of Missouri
MW		Megawatt
MWh		Megawatt hour
NAAQS		National Ambient Air Quality Standard
NERC		North American Electric Reliability Corporation
NEIL		Nuclear Electric Insurance Limited
NOL		Net operating loss
NOx		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
Transource Missouri		Transource Missouri, LLC
WCNOC		Wolf Creek Nuclear Operating Corporation
Westar		Westar Energy, Inc., a Kansas utility company
Wolf Creek		Wolf Creek Generating Station

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)

	March 31			December 31
	2013			2012
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents		$	11.6		$	9.3
Funds on deposit		2.9			1.0
Receivables, net		137.6			154.5
Accounts receivable pledged as collateral		175.0			174.0
Fuel inventories, at average cost		102.6			95.1
Materials and supplies, at average cost		151.9			151.3
Deferred refueling outage costs		40.5			11.9
Refundable income taxes		9.7			9.5
Deferred income taxes		3.1			88.5
Derivative instruments		1.3			1.0
Prepaid expenses and other assets		28.3			27.6
Total		664.5			723.7
Utility Plant, at Original Cost
Electric		11,211.0			11,160.5
Less - accumulated depreciation		4,482.2			4,424.2
Net utility plant in service		6,728.8			6,736.3
Construction work in progress		672.9			584.5
Nuclear fuel, net of amortization of $160.3 and $157.4		81.1			81.3
Total		7,482.8			7,402.1
Investments and Other Assets
Nuclear decommissioning trust fund		164.3			154.7
Regulatory assets		1,101.1			1,120.9
Goodwill		169.0			169.0
Derivative instruments		5.4			5.5
Other		70.6			71.4
Total		1,510.4			1,521.5
Total		$	9,657.7		$	9,647.3

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

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PART 1 - FINANCIAL INFORMATION



GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)

	March 31				December 31
	2013				2012
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Current Liabilities
Notes payable		$	11.0			$	12.0
Collateralized note payable		175.0				174.0
Commercial paper		367.0				530.1
Current maturities of long-term debt		257.1				263.1
Accounts payable		235.1				330.2
Accrued taxes		57.5				27.1
Accrued interest		62.0				41.5
Accrued compensation and benefits		37.7				44.8
Pension and post-retirement liability		2.8				2.8
Other		21.5				23.9
Total		1,226.7				1,449.5
Deferred Credits and Other Liabilities
Deferred income taxes		759.9				832.4
Deferred tax credits		128.4				128.8
Asset retirement obligations		151.7				149.3
Pension and post-retirement liability		556.0				557.5
Regulatory liabilities		291.1				283.8
Other		113.2				110.2
Total		2,000.3				2,062.0
Capitalization
Great Plains Energy common shareholders' equity
Common stock - 250,000,000 shares authorized without par value
153,839,967 and 153,779,806 shares issued, stated value		2,625.4				2,624.7
Retained earnings		750.9				758.8
Treasury stock - 121,417 and 250,236 shares, at cost		(2.6		)		(5.1		)
Accumulated other comprehensive loss		(35.2		)		(38.4		)
Total		3,338.5				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)		3,053.2				2,756.8
Total		6,430.7				6,135.8
Commitments and Contingencies (Note 9)
Total		$	9,657.7			$	9,647.3

ITEM 1. FINANCIAL STATEMENTS

GREAT PLAINS ENERGY INCORPORATED
Consolidated Balance Sheets
(Unaudited)
	September 30 2012			December 31 2011
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents		$	6.9		$	6.2
Funds on deposit		1.6			1.4
Receivables, net		218.6			231.2
Accounts receivable pledged as collateral		190.0			95.0
Fuel inventories, at average cost		94.4			89.0
Materials and supplies, at average cost		148.1			140.3
Deferred refueling outage costs		14.1			27.5
Refundable income taxes		7.0			0.3
Deferred income taxes		116.3			7.5
Derivative instruments		1.0			1.0
Prepaid expenses and other assets		23.1			19.7
Total		821.1			619.1
Utility Plant, at Original Cost
Electric		11,112.4			10,924.8
Less - accumulated depreciation		4,390.9			4,235.8
Net utility plant in service		6,721.5			6,689.0
Construction work in progress		468.0			287.9
Nuclear fuel, net of amortization of $149.6 and $132.7		80.8			76.6
Total		7,270.3			7,053.5
Investments and Other Assets
Nuclear decommissioning trust fund		152.1			135.3
Regulatory assets		1,012.8			1,058.2
Goodwill		169.0			169.0
Derivative instruments		5.8			6.8
Other		71.3			76.1
Total		1,411.0			1,445.4
Total		$	9,502.4		$	9,118.0

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
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
	September 30 2012					December 31 2011
Three Months Ended March 31		2013			2012
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Operating Revenues		(millions, except per share amounts)
Current Liabilities
Electric revenues		$	542.2		$	479.7
Notes payable		$	31.0				$	22.0
Operating Expenses
Collateralized note payable		190.0					95.0
Fuel		132.2			119.3
Commercial paper		427.0					267.0
Purchased power		38.8			24.7
Current maturities of long-term debt		257.1					801.4
Transmission of electricity by others		11.4			7.3
Accounts payable		222.4					275.6
Utility operating and maintenance expenses		155.2			163.1
Accrued taxes		97.5					25.8
Depreciation and amortization		70.2			67.4
Accrued interest		60.1					76.9
General taxes		47.8			44.5
Accrued compensation and benefits		42.3					40.8
Other		0.5			4.4
Pension and post-retirement liability		4.4					4.4
Total		456.1			430.7
Other		24.7					26.0
Operating income		86.1			49.0
Total		1,356.5					1,634.9
Non-operating income		2.5			0.9
Deferred Credits and Other Liabilities
Non-operating expenses		(1.3		)	(1.8		)
Deferred income taxes		854.1					628.6
Interest charges		(49.7		)	(66.9		)
Deferred tax credits		129.4					131.2
Income (loss) before income tax (expense) benefit and loss from equity investments		37.6			(18.8		)
Asset retirement obligations		156.6					149.6
Income tax (expense) benefit		(11.5		)	9.5
Pension and post-retirement liability		449.5					461.9
Loss from equity investments, net of income taxes		(0.1		)	—
Regulatory liabilities		282.7					268.5
Net income (loss)		26.0			(9.3		)
Other		106.3					101.1
Less: Net loss attributable to noncontrolling interest		—			0.2
Total		1,978.6					1,740.9
Net income (loss) attributable to Great Plains Energy		26.0			(9.1		)
Capitalization
Preferred stock dividend requirements		0.4			0.4
Great Plains Energy common shareholders' equity
Earnings (loss) available for common shareholders		$	25.6		$	(9.5	)
Common stock - 250,000,000 shares authorized without par value
Average number of basic common shares outstanding		153.4			135.9
153,717,021 and 136,406,306 shares issued, stated value		2,622.9					2,330.6
Average number of diluted common shares outstanding		153.7			135.9
Retained earnings		787.8					684.7
Basic and diluted earnings (loss) per common share		$	0.17		$	(0.07	)
Treasury stock - 254,226 and 264,567 shares, at cost		(5.2		)			(5.6		)
Cash dividends per common share		$	0.2175		$	0.2125
Accumulated other comprehensive loss		(40.1		)			(49.8		)
Comprehensive Income
Total		3,365.4					2,959.9
Net income (loss)		$	26.0		$	(9.3	)
Noncontrolling interest		—					1.0
Other comprehensive income
Cumulative preferred stock $100 par value
Derivative hedging activity
3.80% - 100,000 shares issued		10.0					10.0
Loss on derivative hedging instruments		—			(0.3		)
4.50% - 100,000 shares issued		10.0					10.0
Income tax benefit		—			0.1
4.20% - 70,000 shares issued		7.0					7.0
Net loss on derivative hedging instruments		—			(0.2		)
4.35% - 120,000 shares issued		12.0					12.0
Reclassification to expenses, net of tax		3.2			3.1
Total		39.0					39.0
Derivative hedging activity, net of tax		3.2			2.9
Long-term debt (Note 9)		2,762.9					2,742.3
Defined benefit pension plans
Total		6,167.3					5,742.2
Amortization of net losses included in net periodic benefit costs		—			0.1
Commitments and Contingencies (Note 10)
Change in unrecognized pension expense, net of tax		—			0.1
Total		$	9,502.4				$	9,118.0
Total other comprehensive income		3.2			3.0
Comprehensive income (loss)		29.2			(6.3		)
Less: comprehensive loss attributable to noncontrolling interest		—			0.2
Comprehensive income (loss) attributable to Great Plains Energy		$	29.2		$	(6.1	)

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
Consolidated Statements of Cash Flows
(Unaudited)
	Three Months EndedSeptember 30									Year to DateSeptember 30
Three Months Ended March 31		2013					2012
		2012			2011						2012			2011
Cash Flows from Operating Activities		(millions)
Operating Revenues		(millions, except per share amounts)
Net income (loss)		$	26.0				$	(9.3	)
Electric revenues		$	746.2		$	773.7					$	1,829.5		$	1,831.7
Adjustments to reconcile income to net cash from operating activities:
Operating Expenses
Depreciation and amortization		70.2					67.4
Fuel		164.7			146.5						422.1			365.8
Amortization of:
Purchased power		17.9			68.1						69.5			178.4
Nuclear fuel		2.9					1.4
Transmission of electricity by others		9.8			8.6						25.9			23.1
Other		14.1					4.5
Utility operating and maintenance expenses		156.8			169.1						484.0			487.7
Deferred income taxes, net		12.2					(9.1		)
Voluntary separation program		—			—						—			12.7
Investment tax credit amortization		(0.4		)			(0.6		)
Depreciation and amortization		68.9			65.9						204.2			205.9
Loss from equity investments, net of income taxes		0.1					—
General taxes		50.8			52.3						140.3			134.6
Other operating activities (Note 2)		(36.1		)			(0.2		)
Other		0.3			0.5						7.5			4.0
Net cash from operating activities		89.0					54.1
Total		469.2			511.0						1,353.5			1,412.2
Cash Flows from Investing Activities
Operating income		277.0			262.7						476.0			419.5
Utility capital expenditures		(172.2		)			(126.5		)
Non-operating income		2.1			1.4						4.6			5.8
Allowance for borrowed funds used during construction		(1.7		)			(1.5		)
Non-operating expenses		(1.9		)	(1.3		)				(9.5		)	(6.3		)
Purchases of nuclear decommissioning trust investments		(44.2		)			(7.3		)
Interest charges		(48.1		)	(60.8		)				(170.8		)	(156.0		)
Proceeds from nuclear decommissioning trust investments		43.3					6.5
Income before income tax expense and loss from equity investments		229.1			202.0						300.3			263.0
Other investing activities		(3.7		)			(2.0		)
Income tax expense		(82.6		)	(75.4		)				(104.9		)	(90.6		)
Net cash from investing activities		(178.5		)			(130.8		)
Loss from equity investments, net of income taxes		(0.1		)	—						(0.2		)	(0.1		)
Cash Flows from Financing Activities
Net income		146.4			126.6						195.2			172.3
Issuance of common stock		1.3					1.5
Less: Net income attributable to noncontrolling interest		(0.2		)	(0.1		)				—			—
Issuance of long-term debt		299.7					—
Net income attributable to Great Plains Energy		146.2			126.5						195.2			172.3
Issuance fees		(2.0		)			(1.9		)
Preferred stock dividend requirements		0.4			0.4						1.2			1.2
Repayment of long-term debt		(9.3		)			(13.4		)
Earnings available for common shareholders		$	145.8		$	126.1					$	194.0		$	171.1
Net change in short-term borrowings		(164.1		)			107.8
Average number of basic common shares outstanding		153.2			135.7						142.9			135.6
Net change in collateralized short-term borrowings		1.0					15.0
Average number of diluted common shares outstanding		153.4			138.3						145.0			138.5
Dividends paid		(33.8		)			(29.3		)
Basic earnings per common share		$	0.95		$	0.93					$	1.36		$	1.26
Other financing activities		(1.0		)			(3.0		)
Diluted earnings per common share		$	0.95		$	0.91					$	1.34		$	1.24
Net cash from financing activities		91.8					76.7
Cash dividends per common share		$	0.2125		$	0.2075					$	0.6375		$	0.6225
Net Change in Cash and Cash Equivalents		2.3					—
Comprehensive Income
Cash and Cash Equivalents at Beginning of Year		9.3					6.2
Net income		$	146.4		$	126.6					$	195.2		$	172.3
Cash and Cash Equivalents at End of Period		$	11.6				$	6.2
Other comprehensive income
Derivative hedging activity
Gain (loss) on derivative hedging instruments		0.1			(0.1		)				(0.1		)	(5.5		)
Income tax (expense) benefit		(0.1		)	0.1						—			2.2
Net loss on derivative hedging instruments		—			—						(0.1		)	(3.3		)
Reclassification to expenses, net of tax		3.4			3.1						9.6			7.3
Derivative hedging activity, net of tax		3.4			3.1						9.5			4.0
Defined benefit pension plans
Amortization of net losses included in net periodic benefit costs		0.1			—						0.3			0.2
Income tax expense		—			—						(0.1		)	(0.1		)
Change in unrecognized pension expense, net of tax		0.1			—						0.2			0.1
Total other comprehensive income		3.5			3.1						9.7			4.1
Comprehensive income		149.9			129.7						204.9			176.4
Less: comprehensive income attributable to noncontrolling interest		(0.2		)	(0.1		)				—			—
Comprehensive income attributable to Great Plains Energy		$	149.7		$	129.6					$	204.9		$	176.4

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

Table of Contents

GREAT PLAINS ENERGY INCORPORATED
Consolidated Statements of Cash Flows
Consolidated Statements of Common Shareholders' Equity and Noncontrolling Interest
(Unaudited)
Year to Date September 30		2012					2011
Three Months Ended March 31	2013						2012
Cash Flows from Operating Activities		(millions)
	Shares			Amount			Shares			Amount
Net income		$	195.2				$	172.3
Common Stock	(millions, except share amounts)
Adjustments to reconcile income to net cash from operating activities:
Beginning balance	153,779,806			$	2,624.7		136,406,306			$	2,330.6
Depreciation and amortization		204.2					205.9
Issuance of common stock	60,161			1.3			75,168			1.5
Amortization of:
Equity compensation expense, net of forfeitures				0.1						0.1
Nuclear fuel		16.9					13.5
Unearned Compensation
Other		22.6					7.5
Issuance of restricted common stock				(1.7		)				(2.8		)
Deferred income taxes, net		115.8					124.0
Compensation expense recognized				0.5						0.5
Investment tax credit amortization		(1.8		)			(1.5		)
Other				0.5						0.4
Loss from equity investments, net of income taxes		0.2					0.1
Ending balance	153,839,967			2,625.4			136,481,474			2,330.3
Other operating activities (Note 2)		(66.8		)			(154.3		)
Retained Earnings
Net cash from operating activities		486.3					367.5
Beginning balance				758.8						684.7
Cash Flows from Investing Activities
Net income (loss) attributable to Great Plains Energy				26.0						(9.1		)
Utility capital expenditures		(409.5		)			(317.8		)
Loss on reissuance of treasury stock				—						(0.2		)
Allowance for borrowed funds used during construction		(3.9		)			(3.1		)
Dividends:
Purchases of nuclear decommissioning trust investments		(20.4		)			(15.5		)
Common stock ($0.2175 and $0.2125 per share)				(33.4		)				(28.9		)
Proceeds from nuclear decommissioning trust investments		17.9					13.0
Preferred stock - at required rates				(0.4		)				(0.4		)
Other investing activities		(12.1		)			(17.4		)
Performance shares				(0.1		)				—
Net cash from investing activities		(428.0		)			(340.8		)
Ending balance				750.9						646.1
Cash Flows from Financing Activities
Treasury Stock
Issuance of common stock		291.6					4.5
Beginning balance	(250,236	)		(5.1		)	(264,567	)		(5.6		)
Issuance of long-term debt		—					747.1
Treasury shares acquired	(52,778	)		(1.2		)	(63,145	)		(1.3		)
Issuance fees		(2.6		)			(6.2		)
Treasury shares reissued	181,597			3.7			142,644			3.0
Repayment of long-term debt		(513.8		)			(448.5		)
Ending balance	(121,417	)		(2.6		)	(185,068	)		(3.9		)
Net change in short-term borrowings		169.0					(234.5		)
Accumulated Other Comprehensive Income (Loss)
Net change in collateralized short-term borrowings		95.0					—
Beginning balance				(38.4		)				(49.8		)
Dividends paid		(91.7		)			(85.9		)
Derivative hedging activity, net of tax				3.2						2.9
Other financing activities		(5.1		)			(5.1		)
Change in unrecognized pension expense, net of tax				—						0.1
Net cash from financing activities		(57.6		)			(28.6		)
Ending balance				(35.2		)				(46.8		)
Net Change in Cash and Cash Equivalents		0.7					(1.9		)
Total Great Plains Energy Common Shareholders' Equity				$	3,338.5					$	2,925.7
Cash and Cash Equivalents at Beginning of Year		6.2					10.8
Noncontrolling Interest
Cash and Cash Equivalents at End of Period		$	6.9				$	8.9
Beginning balance				$	—					$	1.0
Net loss attributable to noncontrolling interest				—						(0.2		)
Distribution				—						(0.6		)
Ending balance				$	—					$	0.2

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

Table of Contents

GREAT PLAINS ENERGY INCORPORATED
KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Shareholders' Equity and Noncontrolling Interest
Consolidated Balance Sheets
(Unaudited)
Year to Date September 30		2012							2011
	March 31					December 31
		Shares		Amount					Shares		Amount
	2013					2012
Common Stock		(millions, except share amounts)
ASSETS	(millions, except share amounts)
Beginning balance		136,406,306		$	2,330.6				136,113,954		$	2,324.4
Current Assets
Issuance of common stock		17,310,715		291.6					226,691		4.5
Cash and cash equivalents		$	4.3				$	5.2
Equity compensation expense, net of forfeitures				0.2							0.2
Funds on deposit		1.2					0.1
Unearned Compensation
Receivables, net		145.5					163.2
Issuance of restricted common stock				(3.2		)					(3.5		)
Accounts receivable pledged as collateral		110.0					110.0
Forfeiture of restricted common stock				1.3							0.9
Fuel inventories, at average cost		70.3					63.6
Compensation expense recognized				1.9							1.7
Materials and supplies, at average cost		110.4					110.1
Other				0.5							0.3
Deferred refueling outage costs		40.5					11.9
Ending balance		153,717,021		2,622.9					136,340,645		2,328.5
Refundable income taxes		4.3					9.1
Retained Earnings
Deferred income taxes		—					4.6
Beginning balance				684.7							626.5
Prepaid expenses and other assets		25.9					23.8
Net income attributable to Great Plains Energy				195.2							172.3
Total		512.4					501.6
Loss on reissuance of treasury stock				(0.2		)					(0.7		)
Utility Plant, at Original Cost
Dividends:
Electric		7,994.0					7,971.4
Common stock				(90.5		)					(84.7		)
Less - accumulated depreciation		3,416.5					3,374.4
Preferred stock - at required rates				(1.2		)					(1.2		)
Net utility plant in service		4,577.5					4,597.0
Performance shares				(0.2		)					(0.3		)
Construction work in progress		580.4					486.5
Ending balance				787.8							711.9
Nuclear fuel, net of amortization of $160.3 and $157.4		81.1					81.3
Treasury Stock
Total		5,239.0					5,164.8
Beginning balance		(264,567	)	(5.6		)			(400,889	)	(8.9		)
Investments and Other Assets
Treasury shares acquired		(164,454	)	(3.3		)			(125,024	)	(2.3		)
Nuclear decommissioning trust fund		164.3					154.7
Treasury shares reissued		174,795		3.7					259,024		5.6
Regulatory assets		833.7					853.2
Ending balance		(254,226	)	(5.2		)			(266,889	)	(5.6		)
Other		29.5					29.5
Accumulated Other Comprehensive Income (Loss)
Total		1,027.5					1,037.4
Beginning balance				(49.8		)					(56.1		)
Total		$	6,778.9				$	6,703.8
Derivative hedging activity, net of tax				9.5							4.0
Change in unrecognized pension expense, net of tax				0.2							0.1
Ending balance				(40.1		)					(52.0		)
Total Great Plains Energy Common Shareholders' Equity				$	3,365.4						$	2,982.8
Noncontrolling Interest
Beginning balance				$	1.0						$	1.2
Distribution				(1.0		)					—
Ending balance				$	—						$	1.2

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

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
(Unaudited)
	September 30 2012				December 31 2011
	March 31				December 31
ASSETS	(millions, except share amounts)
	2013				2012
Current Assets
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Cash and cash equivalents		$	2.8			$	1.9
Current Liabilities
Funds on deposit		0.2				0.1
Collateralized note payable		$	110.0			$	110.0
Receivables, net		207.1				172.9
Commercial paper		156.0				361.0
Accounts receivable pledged as collateral		110.0				95.0
Current maturities of long-term debt		—				0.4
Fuel inventories, at average cost		65.2				59.0
Accounts payable		202.7				254.0
Materials and supplies, at average cost		107.2				101.1
Accrued taxes		43.2				21.9
Deferred refueling outage costs		14.1				27.5
Accrued interest		41.7				27.7
Refundable income taxes		—				5.7
Accrued compensation and benefits		37.7				44.8
Deferred income taxes		7.3				—
Pension and post-retirement liability		1.4				1.4
Prepaid expenses and other assets		20.7				16.0
Deferred income taxes		5.6				—
Total		534.6				479.2
Other		12.2				12.8
Utility Plant, at Original Cost
Total		610.5				834.0
Electric		7,939.8				7,829.3
Deferred Credits and Other Liabilities
Less - accumulated depreciation		3,342.7				3,243.0
Deferred income taxes		831.2				836.4
Net utility plant in service		4,597.1				4,586.3
Deferred tax credits		125.8				126.1
Construction work in progress		381.5				203.5
Asset retirement obligations		135.2				133.2
Nuclear fuel, net of amortization of $149.6 and $132.7		80.8				76.6
Pension and post-retirement liability		533.1				534.5
Total		5,059.4				4,866.4
Regulatory liabilities		159.4				153.0
Investments and Other Assets
Other		93.0				88.2
Nuclear decommissioning trust fund		152.1				135.3
Total		1,877.7				1,871.4
Regulatory assets		743.9				780.7
Capitalization
Other		27.3				30.6
Common shareholder's equity
Total		923.3				946.6
Common stock - 1,000 shares authorized without par value
Total		$	6,517.3			$	6,292.2
1 share issued, stated value		1,563.1				1,563.1
Retained earnings		552.6				559.4
Accumulated other comprehensive loss		(24.3		)		(25.8		)
Total		2,091.4				2,096.7
Long-term debt (Note 8)		2,199.3				1,901.7
Total		4,290.7				3,998.4
Commitments and Contingencies (Note 9)
Total		$	6,778.9			$	6,703.8

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

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Balance Sheets
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
	September 30 2012					December 31 2011
Three Months Ended March 31		2013			2012
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Operating Revenues		(millions)
Current Liabilities
Electric revenues		$	366.7		$	327.0
Collateralized note payable		$	110.0				$	95.0
Operating Expenses
Commercial paper		256.0					227.0
Fuel		94.5			84.6
Current maturities of long-term debt		0.4					12.7
Purchased power		19.1			7.0
Accounts payable		193.1					214.8
Transmission of electricity by others		8.0			5.0
Accrued taxes		91.1					20.6
Operating and maintenance expenses		108.2			117.9
Accrued interest		39.8					30.0
Depreciation and amortization		47.6			45.7
Accrued compensation and benefits		42.3					40.8
General taxes		37.0			35.2
Pension and post-retirement liability		3.0					3.0
Total		314.4			295.4
Other		12.7					13.7
Operating income		52.3			31.6
Total		748.4					657.6
Non-operating income		1.7			0.5
Deferred Credits and Other Liabilities
Non-operating expenses		(0.4		)	(0.7		)
Deferred income taxes		825.5					772.7
Interest charges		(32.0		)	(32.4		)
Deferred tax credits		126.5					127.9
Income (loss) before income tax (expense) benefit		21.6			(1.0		)
Asset retirement obligations		140.6					134.3
Income tax (expense) benefit		(5.4		)	3.3
Pension and post-retirement liability		428.7					440.9
Net income		$	16.2		$	2.3
Regulatory liabilities		151.4					142.8
Comprehensive Income
Other		81.6					68.6
Net income		$	16.2		$	2.3
Total		1,754.3					1,687.2
Other comprehensive income
Capitalization
Derivative hedging activity
Common shareholder's equity
Loss on derivative hedging instruments		—			(0.3		)
Common stock - 1,000 shares authorized without par value
Income tax benefit		—			0.1
1 share issued, stated value		1,563.1					1,563.1
Net loss on derivative hedging instruments		—			(0.2		)
Retained earnings		577.0					513.8
Reclassification to expenses, net of tax		1.5			1.4
Accumulated other comprehensive loss		(27.1		)			(31.4		)
Derivative hedging activity, net of tax		1.5			1.2
Total		2,113.0					2,045.5
Total other comprehensive income		1.5			1.2
Long-term debt (Note 9)		1,901.6					1,901.9
Comprehensive income		$	17.7		$	3.5
Total		4,014.6					3,947.4
Commitments and Contingencies (Note 10)
Total		$	6,517.3				$	6,292.2

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

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Income and Comprehensive Income
Consolidated Statements of Cash Flows
(Unaudited)
	Three Months EndedSeptember 30								Year to DateSeptember 30
Three Months Ended March 31	2013					2012
	2012			2011					2012			2011
Cash Flows from Operating Activities	(millions)
Operating Revenues	(millions)
Net income	$	16.2				$	2.3
Electric revenues	$	508.0		$	506.3				$	1,244.1		$	1,220.5
Adjustments to reconcile income to net cash from operating activities:
Operating Expenses
Depreciation and amortization	47.6					45.7
Fuel	114.5			99.3					297.8			249.0
Amortization of:
Purchased power	10.1			24.9					23.7			66.7
Nuclear fuel	2.9					1.4
Transmission of electricity by others	6.3			5.7					17.4			14.2
Other	8.3					7.2
Operating and maintenance expenses	110.5			120.2					344.3			350.7
Deferred income taxes, net	5.3					(3.4		)
Voluntary separation program	—			—					—			9.2
Investment tax credit amortization	(0.3		)			(0.5		)
Depreciation and amortization	46.9			45.4					138.6			147.0
Other operating activities (Note 2)	0.7					43.9
General taxes	41.9			41.6					113.0			108.9
Net cash from operating activities	80.7					96.6
Other	—			—					—			1.3
Cash Flows from Investing Activities
Total	330.2			337.1					934.8			947.0
Utility capital expenditures	(140.4		)			(100.5		)
Operating income	177.8			169.2					309.3			273.5
Allowance for borrowed funds used during construction	(1.3		)			(0.7		)
Non-operating income	1.0			0.8					2.3			1.8
Purchases of nuclear decommissioning trust investments	(44.2		)			(7.3		)
Non-operating expenses	(1.3		)	(1.0		)			(4.7		)	(3.4		)
Proceeds from nuclear decommissioning trust investments	43.3					6.5
Interest charges	(32.4		)	(30.8		)			(96.1		)	(81.2		)
Other investing activities	(2.3		)			(2.4		)
Income before income tax expense	145.1			138.2					210.8			190.7
Net cash from investing activities	(144.9		)			(104.4		)
Income tax expense	(54.9		)	(52.8		)			(74.6		)	(67.9		)
Cash Flows from Financing Activities
Net income	$	90.2		$	85.4				$	136.2		$	122.8
Issuance of long-term debt	299.7					—
Comprehensive Income
Issuance fees	(2.0		)			—
Net income	$	90.2		$	85.4				$	136.2		$	122.8
Repayment of long-term debt	(2.6		)			(12.3		)
Other comprehensive income
Net change in short-term borrowings	(205.0		)			29.0
Derivative hedging activity
Net change in collateralized short-term borrowings	—					15.0
Gain (loss) on derivative hedging instruments	0.1			(0.1		)			(0.1		)	(0.2		)
Net money pool borrowings	(3.8		)			1.6
Income tax (expense) benefit	(0.1		)	0.1					—			0.1
Dividends paid to Great Plains Energy	(23.0		)			(25.0		)
Net loss on derivative hedging instruments	—			—					(0.1		)	(0.1		)
Net cash from financing activities	63.3					8.3
Reclassification to expenses, net of tax	1.7			1.3					4.4			4.0
Net Change in Cash and Cash Equivalents	(0.9		)			0.5
Derivative hedging activity, net of tax	1.7			1.3					4.3			3.9
Cash and Cash Equivalents at Beginning of Year	5.2					1.9
Total other comprehensive income	1.7			1.3					4.3			3.9
Cash and Cash Equivalents at End of Period	$	4.3				$	2.4
Comprehensive income	$	91.9		$	86.7				$	140.5		$	126.7

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

Table of Contents

KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Cash Flows
Consolidated Statements of Common Shareholder's Equity
(Unaudited)
Year to Date September 30		2012					2011
Three Months Ended March 31	2013						2012
Cash Flows from Operating Activities		(millions)
	Shares			Amount			Shares			Amount
Net income		$	136.2				$	122.8
	(millions, except share amounts)
Adjustments to reconcile income to net cash from operating activities:
Common Stock	1			$	1,563.1		1			$	1,563.1
Depreciation and amortization		138.6					147.0
Retained Earnings
Amortization of:
Beginning balance				559.4						513.8
Nuclear fuel		16.9					13.5
Net income				16.2						2.3
Other		23.1					22.3
Dividends:
Deferred income taxes, net		47.4					87.2
Common stock held by Great Plains Energy				(23.0		)				(25.0		)
Investment tax credit amortization		(1.4		)			(1.0		)
Ending balance				552.6						491.1
Other operating activities (Note 2)		23.4					(74.3		)
Accumulated Other Comprehensive Income (Loss)
Net cash from operating activities		384.2					317.5
Beginning balance				(25.8		)				(31.4		)
Cash Flows from Investing Activities
Derivative hedging activity, net of tax				1.5						1.2
Utility capital expenditures		(324.5		)			(236.7		)
Ending balance				(24.3		)				(30.2		)
Allowance for borrowed funds used during construction		(2.3		)			(1.6		)
Total Common Shareholder's Equity				$	2,091.4					$	2,024.0
Purchases of nuclear decommissioning trust investments		(20.4		)			(15.5		)
Proceeds from nuclear decommissioning trust investments		17.9					13.0
Net money pool lending		—					(18.8		)
Other investing activities		(8.2		)			(9.3		)
Net cash from investing activities		(337.5		)			(268.9		)
Cash Flows from Financing Activities
Issuance of long-term debt		—					397.4
Issuance fees		—					(3.7		)
Repayment of long-term debt		(12.7		)			(113.1		)
Net change in short-term borrowings		29.0					(253.0		)
Net change in collateralized short-term borrowings		15.0					—
Net money pool borrowings		(4.2		)			(1.6		)
Dividends paid to Great Plains Energy		(73.0		)			(75.0		)
Other		0.1					—
Net cash from financing activities		(45.8		)			(49.0		)
Net Change in Cash and Cash Equivalents		0.9					(0.4		)
Cash and Cash Equivalents at Beginning of Year		1.9					3.6
Cash and Cash Equivalents at End of Period		$	2.8				$	3.2

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

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KANSAS CITY POWER & LIGHT COMPANY
Consolidated Statements of Common Shareholder's Equity
(Unaudited)
Year to Date September 30	2012				2011
	Shares	Amount			Shares	Amount
	(millions, except share amounts)
Common Stock	1	$	1,563.1		1	$	1,563.1
Retained Earnings
Beginning balance		513.8				478.3
Net income		136.2				122.8
Dividends:
Common stock held by Great Plains Energy		(73.0		)		(75.0		)
Ending balance		577.0				526.1
Accumulated Other Comprehensive Income (Loss)
Beginning balance		(31.4		)		(36.4		)
Derivative hedging activity, net of tax		4.3				3.9
Ending balance		(27.1		)		(32.5		)
Total Common Shareholder's Equity		$	2,113.0			$	2,056.7

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

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GREAT PLAINS ENERGY INCORPORATED

KANSAS CITY POWER & LIGHT COMPANY

Notes to Unaudited Consolidated Financial Statements

The notes to unaudited consolidated financial statements that follow are a combined presentation for Great Plains Energy Incorporated and Kansas City Power & Light Company, both registrants under this filing. The terms "Great Plains Energy," "Company," "KCP&L" and "Companies" are used throughout this report. "Great Plains Energy" and the "Company" refer to Great Plains Energy Incorporated and its consolidated subsidiaries, unless otherwise indicated. "KCP&L" refers to Kansas City Power & Light Company and its consolidated subsidiaries. "Companies" refers to Great Plains Energy Incorporated and its consolidated subsidiaries and KCP&L and its consolidated subsidiaries. The Companies' interim financial statements reflect all adjustments (which include normal, recurring adjustments) that are necessary, in the opinion of management, for a fair presentation of the results for the interim periods presented.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Great Plains Energy, a Missouri corporation incorporated in 2001, is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy's wholly owned direct subsidiaries with 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~~loss attributable to noncontrolling interest are deducted from net income (loss) 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, ~~stock~~and ~~options~~Equity ~~and~~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 EndedSeptember 30						Year to DateSeptember 30
Three Months Ended March 31		2013				2012
	2012			2011			2012		2011
Income	(millions, except per share amounts)
Income	(millions, except per share amounts)
Net income (loss)		$	26.0			$	(9.3	)
Net income	$	146.4		$	126.6		$	195.2	$	172.3
Less: net loss attributable to noncontrolling interest		—				(0.2		)
Less: net income attributable to noncontrolling interest	0.2			0.1			—		—
Less: preferred stock dividend requirements		0.4				0.4
Less: preferred stock dividend requirements	0.4			0.4			1.2		1.2
Earnings (loss) available for common shareholders		$	25.6			$	(9.5	)
Earnings available for common shareholders	$	145.8		$	126.1		$	194.0	$	171.1
Common Shares Outstanding
Common Shares Outstanding
Average number of common shares outstanding		153.4				135.9
Average number of common shares outstanding	153.2			135.7			142.9		135.6
Add: effect of dilutive securities		0.3				—
Add: effect of dilutive securities	0.2			2.6			2.1		2.9
Diluted average number of common shares outstanding		153.7				135.9
Diluted average number of common shares outstanding	153.4			138.3			145.0		138.5
Basic and Diluted EPS		$	0.17			$	(0.07	)
Basic EPS	$	0.95		$	0.93		$	1.36	$	1.26
Diluted EPS	$	0.95		$	0.91		$	1.34	$	1.24

Great Plains Energy had a net loss for the three months ended March 31, 2012; therefore, no potential common shares were included in the diluted EPS calculation for that period because the effect is always anti-dilutive.

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

	Three Months EndedSeptember 30		Year to DateSeptember 30
Three Months Ended March 31	2013	2012
	2012	2011	2012	2011
Performance shares	408,707	—
Performance shares	192,723	102,032	209,000	102,032
Restricted stock shares	78,509	390,322
Restricted stock shares	2,531	22,818	2,531	45,648
Equity Units	N/A	17,106,364
Stock options	—	80,140	—	80,140

Dividends Declared

In ~~November~~May ~~2012~~2013, Great Plains Energy's Board of Directors (Board) declared a quarterly dividend of $0.2175 per share on Great Plains Energy's common stock. The common dividend is payable ~~December~~ June 20, ~~2012~~2013, to shareholders of record as of ~~November 29~~May 30, ~~2012~~2013. The Board also declared regular dividends on Great Plains Energy's preferred stock, payable ~~March~~September 1, 2013, to shareholders of record as of ~~February~~August 712, 2013.

In ~~November~~May ~~2012~~2013, KCP&L’s Board of Directors declared a cash dividend payable to Great Plains Energy of $23 million payable on ~~December~~June 19, ~~2012~~2013.

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2. SUPPLEMENTAL CASH FLOW INFORMATION

Great Plains Energy Other Operating Activities
Year to Date September 30	2012				2011
Three Months Ended March 31		2013				2012
Cash flows affected by changes in:	~~(millions)~~	(millions)
Receivables	$	~~12.5~~$	17.1		$	~~(41.2~~$	)54.9
Accounts receivable pledged as collateral	~~(95.0~~	(1.0	)	)	—	(15.0		)
Fuel inventories	~~(5.4~~	(7.5	)	)	~~12.9~~	(19.1		)
Materials and supplies	~~(7.8~~	(0.6	)	)	~~(4.8~~	(2.6	)	)
Accounts payable	~~(49.4~~	(70.5	)	)	~~(71.5~~	(50.2	)	)
Accrued taxes	~~65.4~~	30.5			~~52.5~~	27.9
Accrued interest	~~(16.6~~	20.5	)		~~(6.1~~	1.1	)
Deferred refueling outage costs	~~13.4~~	(28.6		)	~~(23.8~~	4.5	)
Fuel adjustment clauses	13.1				(27.3		)
Pension and post-retirement benefit obligations		12.7				3.3
Pension and post-retirement benefit obligations	21.9				22.0
Allowance for equity funds used during construction		(1.3		)		(0.1		)
Allowance for equity funds used during construction	(0.3		)		(0.3		)
Fuel recovery mechanism		(4.0		)		3.6
Interest rate hedge settlements	—				(26.1		)
Other		(3.4		)		(8.5		)
Iatan Nos. 1 and 2 impact of disallowed construction costs	—				2.3
Total other operating activities		$	(36.1	)		$	(0.2	)
Uncertain tax positions	(4.4		)		(20.2		)
Cash paid during the period:
Other	(14.2		)		(22.7		)
Interest		$	23.1			$	67.7
Total other operating activities	$	(66.8	)		$	(154.3	)
Income taxes		$	0.1			$	—
Cash paid during the period:
Non-cash investing activities:
Interest	$	185.4			$	195.1
Liabilities accrued for capital expenditures		$	37.0			$	42.5
Income taxes	$	3.3			$	2.4
Non-cash investing activities:
Liabilities assumed for capital expenditures	$	52.2			$	34.8

KCP&L Other Operating Activities
Year to Date September 30	2012				2011
Three Months Ended March 31		2013				2012
Cash flows affected by changes in:	~~(millions)~~	(millions)
Receivables	$	~~(35.1~~$	)21.5		$	~~(39.5~~$	)61.6
Accounts receivable pledged as collateral	~~(15.0~~	—	)		—	(15.0		)
Fuel inventories	~~(6.2~~	(6.7	)	)	~~2.9~~	(14.3		)
Materials and supplies	~~(6.1~~	(0.3	)	)	~~(4.3~~	(1.7	)	)
Accounts payable	~~(18.0~~	(32.2	)	)	~~(43.2~~	(16.1	)	)
Accrued taxes	~~76.5~~	26.2			~~40.3~~	24.8
Accrued interest	~~9.8~~	14.0			~~7.9~~	13.4
Deferred refueling outage costs	~~13.4~~	(28.6		)	~~(23.8~~	4.5	)
Pension and post-retirement benefit obligations	~~24.7~~	13.4			~~32.1~~	4.2
Kansas Energy Cost Adjustment	(0.9		)		(22.0		)
Allowance for equity funds used during construction		(1.3		)		—
Iatan Nos. 1 and 2 impact of disallowed construction costs	—				1.5
Fuel recovery mechanism		(1.0		)		(5.8		)
Uncertain tax positions	1.2				(10.1		)
Other		(4.3		)		(11.7		)
Other	(20.9		)		(16.1		)
Total other operating activities		$	0.7			$	43.9
Total other operating activities	$	23.4			$	(74.3	)
Cash paid during the period:
Cash paid during the period:
Interest		$	15.1			$	16.1
Interest	$	77.3			$	74.6
Income taxes		$	—			$	—
Income taxes	$	—			$	0.1
Non-cash investing activities:
Non-cash investing activities:
Liabilities accrued for capital expenditures		$	33.3			$	39.2
Liabilities assumed for capital expenditures	$	48.0			$	30.7

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3. RECEIVABLES

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

	September 30 2012				December 31 2011
	March 31				December 31
		2013				2012
Great Plains Energy		(millions)
Customer accounts receivable - billed		$	27.7			$	69.8
Customer accounts receivable - unbilled		$	59.3			$	58.3
Customer accounts receivable - unbilled		77.8				82.4
Allowance for doubtful accounts - customer accounts receivable		(3.5		)		(2.6		)
Allowance for doubtful accounts		(4.6		)		(2.5		)
Other receivables		81.8				98.8
Other receivables		117.7				81.5
Total		$	137.6			$	154.5
Total		$	218.6			$	231.2
KCP&L
Customer accounts receivable - billed		$	28.9			$	16.4
Customer accounts receivable - unbilled		$	42.7			$	42.9
Customer accounts receivable - unbilled		50.8				50.0
Allowance for doubtful accounts - customer accounts receivable		(1.9		)		(1.5		)
Allowance for doubtful accounts		(2.5		)		(1.4		)
Intercompany receivables		33.8				40.0
Intercompany receivables		26.9				38.7
Other receivables		70.9				81.8
Other receivables		103.0				69.2
Total		$	145.5			$	163.2
Total		$	207.1			$	172.9

Great Plains Energy's and KCP&L's other receivables at ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~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 ~~sells~~and GMO sell all of ~~its~~their retail electric and steam service accounts receivable to ~~its~~their wholly owned ~~subsidiary~~subsidiaries, KCP&L Receivables Company and GMO Receivables Company, respectively, which in turn ~~sells~~sell an undivided percentage ownership interest in the accounts receivable to Victory Receivables Corporation, an independent outside investor. OnEach ~~May~~of ~~31,~~KCP&L ~~2012,~~Receivables Company's and GMO ~~entered~~Receivables ~~into~~Company's ansale ~~agreement~~of the undivided percentage ownership interest in accounts receivable to ~~sell~~Victory ~~all~~Receivables ofCorporation ~~its~~is ~~retail~~accounted ~~electric~~for ~~and~~as ~~steam~~a ~~service~~secured borrowing with accounts receivable topledged ~~its~~as ~~wholly~~collateral ~~owned~~and ~~subsidiary~~a corresponding short-term collateralized note payable recognized on the balance sheets. At March 31, ~~GMO~~2013, ~~Receivables~~and ~~Company~~December 31, ~~which~~2012, inGreat ~~turn~~Plains ~~sells~~Energy's anaccounts ~~undivided~~receivable ~~percentage~~pledged ~~ownership~~as ~~interest~~collateral inand the corresponding short-term collateralized note payable were $175.0 million and $174.0 million, respectively. At March 31, 2013, and December 31, 2012, KCP&L's accounts receivable topledged ~~Victory~~as ~~Receivables~~collateral ~~Corporation~~and the corresponding short-term collateralized note payable were $110.0 million.

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, 2012, and December 31, 2011, Great Plains Energy's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable was $190.0 million and $95.0 million, respectively. At September 30, 2012, and December 31, 2011, KCP&L's accounts receivable pledged as collateral and the corresponding short-term collateralized note payable was $110.0 million and $95.0 million, respectively.

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, 2012
Three Months Ended March 31, 2013	KCP&L				KCP&LReceivablesCompany				ConsolidatedKCP&L				GMO				GMOReceivablesCompany				Consolidated Great Plains Energy
	KCP&L				KCP&LReceivablesCompany				ConsolidatedKCP&L				GMO				GMOReceivablesCompany				Consolidated Great Plains Energy
	(millions)
		(millions)
Receivables (sold) purchased		$	(334.7	)		$	334.7			$	—			$	(185.4	)		$	185.4			$	—
Receivables (sold) purchased		$	(472.6	)		$	472.6			$	—			$	(341.7	)		$	341.7			$	—
Gain (loss) on sale of accounts receivable (a)		(4.2		)		4.2				—				(2.3		)		2.3				—
Gain (loss) on sale of accounts receivable (a)		(6.0		)		5.8				(0.2		)		(4.3		)		3.4				(1.1		)
Servicing fees received (paid)		0.6				(0.6		)		—				0.3				(0.3		)		—
Servicing fees received (paid)		0.8				(0.8		)		—				0.5				(0.5		)		—
Fees paid to outside investor		—				(0.3		)		(0.3		)		—				(0.2		)		(0.5		)
Fees paid to outside investor		—				(0.3		)		(0.3		)		—				(0.3		)		(0.6		)
Cash from customers (transferred) received		(336.7		)		336.7				—				(184.9		)		184.9				—
Cash from customers (transferred) received		(466.1		)		466.1				—				(267.8		)		267.8				—
Cash received from (paid for) receivables purchased		332.5				(332.5		)		—				182.6				(182.6		)		—
Cash received from (paid for) receivables purchased		460.4				(460.4		)		—				264.4				(264.4		)		—
Interest on intercompany note received (paid)		0.1				(0.1		)		—				—				—				—
Interest on intercompany note received (paid)		0.2				(0.2		)		—				0.1				(0.1		)		—

		Year to Date September 30, 2012
Three Months Ended March 31, 2012		KCP&L					KCP&L ReceivablesCompany					ConsolidatedKCP&L
	KCP&L					KCP&LReceivablesCompany					ConsolidatedKCP&L					GMO				GMOReceivablesCompany				Consolidated Great Plains Energy
	(millions)
		(millions)
Receivables (sold) purchased			$	(293.5	)			$	293.5				$	—
Receivables (sold) purchased		$	(1,134.7	)			$	1,134.7				$	—				$	(433.4	)		$	433.4			$	—
Gain (loss) on sale of accounts receivable (a)			(3.7		)			4.1					0.4
Gain (loss) on sale of accounts receivable (a)		(14.4		)			13.9					(0.5		)			(5.5		)		4.2				(1.8		)
Servicing fees received (paid)			0.5					(0.5		)			—
Servicing fees received (paid)		1.9					(1.9		)			—					0.6				(0.6		)		—
Fees paid to outside investor			—					(0.3		)			(0.3		)
Fees paid to outside investor		—					(0.9		)			(0.9		)			—				(0.4		)		(1.3		)
Cash from customers (transferred) received			(327.2		)			327.2					—
Cash from customers (transferred) received		(1,112.7		)			1,112.7					—					(332.5		)		332.5				—
Cash received from (paid for) receivables purchased			323.1					(323.1		)			—
Cash received from (paid for) receivables purchased		1,098.8					(1,098.8		)			—					328.3				(328.3		)		—
Interest on intercompany note received (paid)			0.1					(0.1		)			—
Interest on intercompany note received (paid)		0.3					(0.3		)			—					0.1				(0.1		)		—

		Three Months Ended September 30, 2011												Year to Date September 30, 2011
	KCP&L				KCP&L ReceivablesCompany				ConsolidatedKCP&L				KCP&L				KCP&L ReceivablesCompany				ConsolidatedKCP&L
		(millions)
Receivables (sold) purchased		$	(468.8	)		$	468.8			$	—			$	(1,108.4	)		$	1,108.4			$	—
Gain (loss) on sale of accounts receivable (a)		(5.9		)		5.8				(0.1		)		(14.0		)		13.6				(0.4		)
Servicing fees received (paid)		0.9				(0.9		)		—				2.0				(2.0		)		—
Fees paid to outside investor		—				(0.3		)		(0.3		)		—				(0.9		)		(0.9		)
Cash from customers (transferred) received		(463.4		)		463.4				—				(1,081.6		)		1,081.6				—
Cash received from (paid for) receivables purchased		457.6				(457.6		)		—				1,068.0				(1,068.0		)		—
Interest on intercompany note received (paid)		0.2				(0.2		)		—				0.4				(0.4		)		—

^(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.

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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 ~~also~~ ordered the licensing board to close out its work on the DOE's application ~~by the end of September 2011~~ due to a lack of funding. These agency actions prompted ~~the~~multiple states ~~of Washington~~ and ~~South Carolina, and~~ a ~~county~~municipality ~~in South Carolina,~~ to file a lawsuit in a federal ~~Court~~court of ~~Appeals~~appeals asking the court to compel the NRC to resume its ~~license~~ review and to issue a decision on the license application. The court has not yet issued a final decision in the case~~, but in August 2012, the court ordered the parties to report to it, no later than December 14, 2012, on whether Congress by then had provided funding for the NRC to proceed on the license 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. ~~See Note 11 for a related legal proceeding.~~

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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 ~~store~~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.

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 2012			December 31 2011
	March 31 2013			December 31 2012
Decommissioning Trust		(millions)
Beginning balance January 1		$	~~135~~154.37		$	~~129~~135.23
Contributions		20.59			3.43
Earned income, net of fees		2.0.8			43.80
Net realized gains		01.91			01.30
Net unrealized gains (losses)		11.4			(2.4		)
Net unrealized gains		6.8			12.1
Ending balance		$	~~152~~164.13		$	~~135~~154.37

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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 2012													December 31 2011
	March 31 2013													December 31 2012
	CostBasis		Unrealized Gains			UnrealizedLosses				FairValue			CostBasis			UnrealizedGains			UnrealizedLosses				FairValue
	(millions)
Equity securities	$	7982.50		$	2028.91		$	(21.54	)		$	97108.97		$	7680.56		$	1221.31		$	(41.56	)		$	84100.31
Debt securities	4548.93			54.24			—				5152.17			4446.26			4.59			(0.1		)		4851.64
Other	32.19			—			—				32.19			23.42			—			—				23.42
Total	$	~~128~~133.52		$	2632.15		$	(21.54	)		$	~~152~~164.13		$	~~123~~130.14		$	1626.80		$	(41.67	)		$	~~135~~154.37

The weighted -average maturity of debt securities held by the trust at ~~September~~March 3031, ~~2012~~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 EndedSeptember 30							Year to DateSeptember 30
Three Months Ended March 31	2013				2012
		2012				2011			2012			2011
	(millions)
		(millions)
Realized gains	$	1.5			$	0.5
Realized gains		$	0.5			$	0.2		$	1.2		$	1.0
Realized losses	(0.4		)		(0.1		)
Realized losses		(0.1		)		—			(0.3		)	(0.7		)

5. ~~REGULATORY~~PENSION ~~MATTERS~~PLANS AND OTHER EMPLOYEE BENEFITS

KCP&L Kansas Rate Case Proceedings

On April 20, 2012, KCP&L filed an application with The State Corporation Commission of the State of Kansas (KCC) to request an increase to its retail revenues of $63.6 million, with a return on equity of 10.4% and a rate-making equity ratio of 51.8%. In September 2012, KCP&L revised its requested return on equity to 10.3%. The request includes recovery of costs related to significant upgrades at its generating facilities, including environmental upgrades at the La Cygne Station; investments in additional wind generation; and increased investments in electrical infrastructure. KCP&L is also requesting that KCC approve a change to depreciation rates to reflect the increase in plant in service as well as a change to the current method of allocating costs between its Kansas and Missouri jurisdictions to better reflect KCP&L's summer peaking business. Testimony from KCC staff and other parties regarding the case was filed on August 22, 2012. The KCC staff's testimony recommended a return on equity of 9.2% and a revenue increase of approximately $27.5 million.

In October 2012, KCP&L adjusted its requested increase to retail revenues to $56.4 million as the net result of updates to the case, which includes a non-unanimous stipulation and agreement filed in September 2012 by KCP&L and KCC staff to settle a number of issues in the case. The stipulation and agreement is pending KCC approval. The outcome of the KCP&L Kansas rate case will likely be different than either of the positions of KCP&L or KCC staff. The decision of the KCC cannot be predicted. The increase to retail revenues is anticipated to be effective in January 2013.

KCP&L Missouri Rate Case Proceedings

On February 27, 2012, KCP&L filed an application with the Public Service Commission of the State of Missouri (MPSC) to request an increase to its retail revenues of $105.7 million, with a return on equity of 10.4% and a rate-making equity ratio of 52.5%. In September 2012, KCP&L revised its requested return on equity to 10.3%. The request includes recovery of costs related to improving and maintaining infrastructure to continue to be able to provide reliable electric service and also includes a lower annual offset to the revenue requirement for the Missouri jurisdictional portion of KCP&L's annual non-firm wholesale electric sales margin (wholesale margin offset). KCP&L currently expects that it will not be able to achieve the $45.9 million wholesale margin offset currently reflected in its retail rates due to transmission congestion, regional demand and low wholesale power prices.

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Testimony from MPSC staff and other parties regarding the case was filed on August 2, 2012. The MPSC staff's testimony recommended a return on equity range of 8.0% to 9.0% and a revenue increase range of approximately $16.5 million to $33.7 million.

In November 2012, the MPSC issued an order approving multiple stipulation and agreements to settle a number of the issues in the case. An order on the remaining issues in the case is anticipated to be received to accommodate the increase to retail revenues to be effective in late January 2013. The final outcome of the KCP&L Missouri rate case will likely be different than either of the positions of KCP&L or MPSC staff. The final decision of the MPSC cannot be predicted.

In a March 2011 order, the MPSC required KCP&L and GMO to apply to the Internal Revenue Service (IRS) to reallocate approximately $26.5 million of Iatan No. 2 qualifying advance coal project tax credits from KCP&L to GMO. KCP&L and GMO did apply to the IRS but in September 2011, the IRS denied KCP&L's and GMO's request. In November 2012, the MPSC issued an order that does not require a reallocation of Iatan No. 2 qualifying advance coal project tax credits from KCP&L to GMO.

GMO Missouri Rate Case Proceedings

On February 27, 2012, GMO filed an application with the MPSC to request an increase to its retail revenues of $58.3 million for its Missouri Public Service division and $25.2 million for its St. Joseph Light & Power (L&P) division, with a return on equity of 10.4% and a rate-making equity ratio of 52.5%. In September 2012, GMO revised its requested return on equity to 10.3% for both its Missouri Public Service and L&P divisions. The requests include recovery of costs related to improving and maintaining infrastructure to continue to be able to provide reliable electric service, costs related to energy efficiency and demand side management programs, and increased fuel costs. Testimony from MPSC staff and other parties regarding the case was filed on August 9, 2012. The MPSC staff's testimony recommended a return on equity range of 8.0% to 9.0%, with a revenue increase of $0.4 million to $11.9 million for GMO's Missouri Public Service division and $0.7 million to $4.6 million for its L&P division.

In November 2012, the MPSC issued an order approving multiple stipulation and agreements to settle a number of the issues in the case. An order on the remaining issues in the case is anticipated to be received to accommodate the increase to retail revenues to be effective in late January 2013. The final outcome of the GMO Missouri rate case will likely be different than either of the positions of GMO or MPSC staff. The final decision of the MPSC cannot be predicted.

In December 2011, GMO filed a request with the MPSC seeking to recover costs for new and enhanced energy efficiency and demand side management programs under the Missouri Energy Efficiency Investment Act (MEEIA). In November 2012, the MPSC issued an order approving a stipulation and agreement to settle all of the issues in the MEEIA request.

GMO Fuel Adjustment Clause (FAC) Prudence Review

GMO's electric retail rates contain an FAC tariff under which 95% of the difference between actual fuel cost, purchased power costs and off-system sales margin and the amount provided in base rates for these costs is passed along to GMO's customers. The MPSC requires prudence reviews of the FAC no less frequently than at 18-month intervals. On November 28, 2011, the MPSC staff filed its prudence review report for the 18-month prudence review period covering June 1, 2009 through November 30, 2010. The MPSC staff recommended to the MPSC to order GMO to refund approximately $19 million, plus interest, (subsequently revised to $14.9 million) to customers through an adjustment to its FAC because the MPSC staff asserted that GMO was imprudent in its use of natural gas hedges to mitigate risk associated with its future purchases in the spot power market. On September 4, 2012, the MPSC issued an order denying the MPSC staff's request for refund and the time frame for appeal of the MPSC order has passed.

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SPP and NERC Inquiries

The Southwest Power Pool, Inc. (SPP) conducted a compliance inquiry regarding a transmission system outage that occurred in the St. Joseph, Missouri area in the summer of 2009. The North American Electric Reliability Corporation (NERC) also investigated the circumstances surrounding this transmission system outage. GMO was assessed an immaterial penalty in 2012 resolving this matter.

6. 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 MPSC and 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.21

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	2012			2011			2012			2011
Components of net periodic benefit costs	(millions)
Service cost	$	8.9		$	7.8		$	0.8		$	0.7
Interest cost	12.2			12.4			1.9			2.0
Expected return on plan assets	(10.7		)	(9.5		)	(0.4		)	(0.4		)
Prior service cost	1.1			1.1			1.8			1.8
Recognized net actuarial (gain) loss	11.1			9.7			—			(0.1		)
Transition obligation	—			—			0.3			0.3
Settlement charge	—			10.0			—			—
Net periodic benefit costs before regulatory adjustment	22.6			31.5			4.4			4.3
Regulatory adjustment	(3.9		)	(12.8		)	0.3			0.4
Net periodic benefit costs	$	18.7		$	18.7		$	4.7		$	4.7

	Pension Benefits						Other Benefits
Year to Date September 30	2012			2011			2012			2011
Components of net periodic benefit costs	(millions)
Service cost	$	26.6		$	23.4		$	2.4		$	2.3
Interest cost	36.7			37.5			5.8			5.9
Expected return on plan assets	(32.1		)	(28.8		)	(1.3		)	(1.3		)
Prior service cost	3.3			3.4			5.4			5.4
Recognized net actuarial (gain) loss	33.4			28.9			—			(0.4		)
Transition obligation	—			—			0.8			1.0
Settlement charge	—			10.2			—			—
Net periodic benefit costs before regulatory adjustment	67.9			74.6			13.1			12.9
Regulatory adjustment	(11.6		)	(25.1		)	1.0			0.7
Net periodic benefit costs	$	56.3		$	49.5		$	14.1		$	13.6

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7KCP&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. ~~EQUITY~~ This ~~COMPENSATION~~difference between financial and regulatory accounting methods is due to timing and will be eliminated over the life of the plans.

The following table provides 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 March 31	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		)	(0.5		)
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			4.3
Regulatory adjustment	(3.6		)	(3.9		)	(0.5		)	0.4
Net periodic benefit costs	$	21.1		$	18.7		$	4.3		$	4.7

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 EndedSeptember 30						Year to DateSeptember 30
Three Months Ended March 31		2013			2012
	2012			2011			2012		2011
Great Plains Energy		(millions)
Great Plains Energy	(millions)
Equity compensation expense		$	1.8		$	1.0
Compensation expense	$	1.2		$	1.2		$	4.0	$	4.5
Income tax benefit		0.6			0.6
Income tax benefit	0.4			0.4			1.7		1.8
KCP&L
KCP&L
Equity compensation expense		$	1.3		$	0.7
Compensation expense	$	0.8		$	0.8		$	2.9	$	3.1
Income tax benefit		0.4			0.5
Income tax benefit	0.3			0.2			1.3		1.2

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Performance Shares

Performance share activity ~~year~~for tothe ~~date~~three ~~September~~months ended March 3031, ~~2012~~2013, 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.

	PerformanceShares			Grant DateFair Value*
Beginning balance		~~442~~370,~~042~~560			$	2123.0605
Granted		~~164~~224,~~158~~121			1924.0216
Forfeited		(74,923	)		20.06
Earned		(104,453	)		23.37
Performance adjustment		(~~160~~51,~~717~~542	)		23.37
Ending balance		~~370~~438,~~560~~686			2223.9750

* weighted-average

At ~~September~~March 3031, ~~2012~~2013, the remaining weighted-average contractual term was 1.2.1 years. The weighted-average grant-date fair value of shares granted ~~for the three months ended and year to date September 30, 2012,~~ was $1824.1216 and $1918.~~02,~~71 ~~respectively. The weighted-average grant-date fair value of shares granted~~ for the three months ended ~~and year to date September~~March 3031, ~~2011~~2013, ~~was $26.30~~ and ~~$26.15~~2012, respectively. At ~~September~~March 3031, ~~2012~~2013, there was $36.03 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. ~~There~~The ~~were~~total nofair value of performance shares earned and paid for the three months ended ~~and~~March 31, ~~year~~2013, towas ~~date~~$2.4 ~~September 30, 2012~~million. There were no performance shares earned and paid for the three months ended ~~September 30, 2011. The total fair value of performance shares earned and paid year to date September~~March 3031, ~~2011, was $0~~2012.~~8 million.~~

26The fair value of performance share awards is estimated using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and 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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The fair value of performance share awards is estimated using a Monte Carlo simulation technique that uses the closing stock price at the valuation date and 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 2012, inputs for expected volatility, dividend yield and risk-free rates were 21%, 4.32% and 0.40%, respectively.

Restricted Stock

Restricted stock activity ~~year~~for tothe ~~date~~three ~~September~~months ended March 3031, ~~2012~~2013, is summarized in the following table.

	NonvestedRestricted Stock			Grant DateFair Value*
Beginning balance		~~386~~277,~~183~~439			$	1719.0603
Granted and issued		~~164~~74,~~660~~728			1922.7345
Vested		(~~206~~28,~~838~~802	)		1517.7850
Forfeited		(67,816	)		19.49
Ending balance		323,365			19.94
Ending balance		276,189			19.01

* weighted-average

At ~~September~~March 3031, ~~2012~~2013, the remaining weighted-average contractual term was 1.8 years. The weighted-average grant-date fair value of shares granted for the three months ended ~~and year to date September~~March 3031, ~~2012~~2013, ~~was $22.18~~ and ~~$19.73~~2012, ~~respectively. The weighted-average grant-date fair value of shares granted for the three months ended and year to date September 30, 2011,~~ was $1722.8945 and $19.0366, respectively. At ~~September~~March 3031, ~~2012~~2013, there was $23.96 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 ~~for~~was ~~the~~$0.5 ~~three~~million ~~months ended~~ and ~~year to date September 30, 2012, was insignificant and~~ $32.30 million, ~~respectively. There were no shares vested~~ for the three months ended ~~September 30,~~ ~~2011. The total fair value of shares vested year to date September~~March 3031, ~~2011~~2013, ~~was~~and ~~$2.6~~2012, ~~million~~respectively.

~~8. SHORT-TERM BORROWINGS AND SHORT-TERM BANK LINES OF CREDIT~~23

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

Great Plains Energy's $200 Million Revolving Credit Facility

Great Plains Energy's $200 million revolving credit facility with a group of banks expires in 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~~March 3031, ~~2012~~2013, Great Plains Energy was in compliance with this covenant. At ~~September~~March 3031, ~~2012~~2013, Great Plains Energy had $3111.0 million of outstanding cash borrowings at a weighted-average interest rate of 21.0094% and had issued letters of credit totaling $1.8 million under the credit facility. At December 31, ~~2011~~2012, Great Plains Energy had $2212.0 million of outstanding cash borrowings at a weighted-average interest rate of 2.0600% and had issued letters of credit totaling $111.68 million under the credit facility.

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

KCP&L's $600 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in 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~~March 3031, ~~2012~~2013, KCP&L was in compliance with this covenant. At ~~September~~March 3031, 2013, KCP&L had $156.0 million of commercial paper outstanding at a weighted-average interest rate of 0.42%, had issued letters of credit totaling $5.3 million and had no outstanding cash borrowings under the credit facility. At December 31, 2012, KCP&L had $~~256~~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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million of commercial paper outstanding at a weighted-average interest rate of 0.49%, had issued letters of credit totaling $13.9 million and had no outstanding cash borrowings under the credit facility. At December 31, 2011, KCP&L had $227.0 million of commercial paper outstanding at a weighted-average interest rate of 0.50%, had issued letters of credit totaling $21.5 million and had no outstanding cash borrowings under the credit facility.

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

GMO's $450 million revolving credit facility with a group of banks provides support for its issuance of commercial paper and other general corporate purposes and expires in December 2016. 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, Great Plains Energy or any of ~~its~~their significant subsidiaries on other indebtedness totaling more than $50.0 million is a default under the facility. Great Plains Energy currently guarantees this GMO credit 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~~March 3031, ~~2012~~2013, GMO was in compliance with this covenant. At ~~September~~March 3031, ~~2012~~2013, GMO had $~~171~~211.0 million of commercial paper outstanding at a weighted-average interest rate of 0.9486%, had issued letters of credit totaling $15.1 million and had no outstanding cash borrowings under the credit facility. At December 31, ~~2011~~2012, GMO had $40169.01 million of commercial paper outstanding at a weighted-average interest rate of 0.8894%, had issued letters of credit totaling $1315.21 million and had no outstanding cash borrowings under the credit facility.

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98. LONG-TERM DEBT

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

	Year Due	September 30 2012				December 31 2011
		March 31				December 31
	Year Due	2013				2012
KCP&L			(millions)
General Mortgage Bonds
4.97% EIRR bonds(a)	2015-2035		$	106.9			$	~~119~~106.39
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% EIRR Series 2007B	2035		73.2				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 4.90% Series 2008	2038		23.4				23.4
Other	~~2013-2018~~		~~2.6~~—				2.96
Current maturities			~~(0.4~~—		)		(120.74		)
Unamortized discount			(4.12		)		(4.20		)
Total KCP&L excluding current maturities(c)			12,~~901~~199.63				1,901.97
Other Great Plains Energy
GMO First Mortgage Bonds 9.44% Series	~~2013~~2014-2021		109.10				1110.21
GMO Pollution Control Bonds
5.85% SJLP Pollution Control	2013		5.6				5.6
0.221% Wamego Series 1996(d)	2026		7.3				7.3
0.318% Wamego Series 1996(d)	2026		7.3				7.3
0.221% State Environmental 1993(d)	2028		5.0				5.0
0.316% State Environmental 1993(d)	2028		5.0				5.0
5.85% SJLP Pollution Control			—				5.6
GMO Senior Notes
GMO 8.27% Senior Notes	2021		80.9				80.9
11.875% Series	2012		—				500.0
8.27% Series	2021		80.9				80.9
Fair Value Adjustment			—				16.3
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 2.75% Senior Notes (3.67% rate)(b)	2013		250.0				250.0
Great Plains Energy Senior Notes
Great Plains Energy 6.875% Senior Notes (7.33% rate)(b)	2017		100.0				100.0
2.75% Series (3.67% rate)(b)	2013		250.0				250.0
Great Plains Energy 4.85% Senior Notes (7.34% rate)(b)	2021		350.0				350.0
6.875% Series (7.33% rate)(b)	2017		100.0				100.0
Great Plains Energy 5.292% Senior Notes	2022		287.5				—
4.85% Series (7.34% rate)(b)	2021		350.0				350.0
Great Plains Energy 10.00% Equity Units Subordinated Notes			—				287.5
5.292% Series	2022		287.5				287.5
Current maturities			(~~256~~257.71		)		(~~788~~262.7		)
Unamortized discount and premium, net			5.63				(05.74		)
Total Great Plains Energy excluding current maturities(c)			$	23,~~762~~053.92			$	2,~~742~~756.38

(a) Weighted-average interest rates at ~~September~~March 3031, ~~2012~~2013


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

(c) Does not include $39.5 million EIRR Series 1993B, $63.3 million EIRR Series 2007 A-1 and $10.0 million EIRR Series 2007 A-2 bonds because the bonds ~~have~~had been repurchased and ~~are~~were held by KCP&L


^(d)	Variable rate

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Fair Value of Long-Term Debt

The fair value of long-term debt is categorized as a Level 2 liability within the fair value hierarchy as it 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~~March 3031, ~~2012~~2013, the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3.03 billion and $3.58 billion, respectively. At December 31, ~~2011~~2012, the book value and fair value of Great Plains Energy's long-term debt, including current maturities, were $3.50 billion and $3.95 billion, respectively. At ~~September~~March 3031, ~~2012~~2013, the book value and fair value of KCP&L's long-term debt, including current maturities, were $2.2 billion and $2.5 billion, respectively. At December 31, ~~2011~~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.

~~GMO~~KCP&L Senior Notes

~~GMO~~In ~~repaid~~March ~~its~~2013, KCP&L issued, at a discount, $~~500~~300.0 million 11of 3.~~875~~15% unsecured Senior Notes, atmaturing ~~maturity~~ in ~~July 2012~~2023.

~~Great~~EIRR ~~Plains~~Bond ~~Energy~~Remarketing ~~Equity Units~~

InOn ~~May~~April ~~2009, Great Plains Energy issued $287.5 million of Equity Units. Equity Units, each with a stated amount of $50, initially consisted of a 5% undivided beneficial interest in $~~1,~~000~~ ~~principal amount of 10.00% subordinated notes due June 15~~2013, ~~2042,~~KCP&L ~~and~~remarketed ~~a purchase contract requiring~~ the ~~holder~~following toseries ~~purchase~~of ~~the~~Environmental ~~Company's~~Improvement ~~common~~Revenue ~~stock~~Refunding ~~by June 15, 2012~~ (~~the settlement date~~EIRR). bonds:

In• ~~March~~secured ~~2012,~~Series ~~Great~~1992 ~~Plains~~EIRR ~~Energy~~bonds ~~remarketed~~maturing in 2017 totaling $~~287~~31.40 million ~~of its 10% subordinated notes that were originally issued as components of the Equity Units as senior notes~~ at a ~~new~~fixed ~~interest~~ rate of 51.~~292~~25%~~. The~~ ~~5.292%~~through Senior Notes mature in June 2022. Great Plains Energy did not receive any proceeds from the remarketing. Proceeds from the remarketing were used to purchase a portfolio of U.S. Treasury securities that were pledged as collateral to secure the Equity Unit holders' obligation under the purchase contract. There were also $0.1 million of purchase contracts that settled early and did not participate in the remarketing.maturity;

In• ~~June~~secured ~~2012,~~Series ~~Great~~1993B ~~Plains~~EIRR ~~Energy~~bonds ~~settled~~totaling ~~the obligations under the purchase contracts underlying its 5~~$39.75 million ~~outstanding~~and ~~Equity~~previously ~~Units~~held by ~~issuing~~KCP&L ~~approximately~~and ~~17.1~~1993A ~~million~~EIRR ~~shares~~bonds oftotaling ~~its common stock in exchange for~~ $~~287~~40.40 million, ~~which~~maturing ~~had been raised through the remarketing completed~~ in ~~March~~2023 ~~2012. The~~at ~~settlement~~a fixed rate of 2.~~9762~~95% ~~shares~~through of common stock for each Equity Unit was determined according to the applicable market value of the Company's common stock at the settlement date. The applicable market value of $20.05 was measured by the average of the closing price per share of the Company's common stock on each of the 20 consecutive trading days ending on the third trading day immediately preceding June 15, 2012.maturity;

• unsecured Series 2007 A-1 and 2007 A-2 EIRR bonds totaling $10. ~~COMMITMENTS~~0 ~~AND~~million ~~CONTINGENCIES~~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. The 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.

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 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.

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

Air 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.~~

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requirements. All of Great Plains Energy's and KCP&L's ~~current~~generating ~~estimate of capital expenditures (exclusive of Allowance for Funds Used During Construction (AFUDC) and property taxes) to comply with the currently-effective Clean Air Interstate Rule (CAIR)~~facilities, the replacement to CAIR or the Cross-State Air Pollution Rule (CSAPR), the best available retrofit technology (BART) rule, the SO2 National Ambient Air Quality Standard (NAAQS), the industrial boiler rule and ~~the~~certain ~~Mercury and Air Toxics Standards (MATS) rule that would reduce emissions~~ of ~~toxic~~their ~~air~~other ~~pollutants~~facilities, ~~(all of which~~ are ~~discussed~~subject ~~below)~~to ~~is approximately $1 billion. The actual cost of compliance with any existing, proposed or future rules may be significantly different from~~ the ~~cost~~Clean ~~estimate~~Air ~~provided~~Act.

Great Plains Energy's and KCP&L's current estimate of capital expenditures (exclusive of AFUDC and property taxes) to comply with the currently-effective Clean Air Interstate Rule (CAIR), the replacement to CAIR or the Cross-State Air Pollution Rule (CSAPR), the best available retrofit technology (BART) rule, the SO₂ National Ambient Air Quality Standard (NAAQS), the industrial boiler rule and the Mercury and Air Toxics Standards (MATS) rule, (all of which are discussed below) is approximately $1 billion. The actual cost of compliance with any existing, proposed or future rules may be significantly different from the cost estimate provided.

The approximate $1 billion current estimate of capital expenditures reflects the following capital projects:


•	KCP&L's La Cygne No. 1 scrubber and baghouse installed by June 2015;


•	KCP&L's La Cygne No. 2 full air quality control system (AQCS) installed by June 2015;


•	KCP&L's Montrose No. 3 full AQCS installed by approximately 2020; and


•	GMO's Sibley No. 3 scrubber and baghouse installed by approximately 2017.

In September 2011, KCP&L commenced construction of the La Cygne ~~project~~projects and at March 31, 2013, had incurred approximately $275 million of cash capital expenditures, which is included in the approximate $1 billion estimate above. Other capital projects at KCP&L's Montrose Nos. 1 and 2 and GMO's Sibley Nos. 1 and 2 and Lake Road No. 4/6 are possible but are currently considered less likely. InThe ~~connection~~Companies ~~with~~are ~~KCP&L's~~continuously ~~and~~evaluating ~~GMO's Integrated Resource Plan (IRP) filings with~~ the ~~MPSC~~approximate in April 2012, the economics around Montrose No. 2 and Lake Road No. 4/6 have improved. Pending further evaluation, these projects may move from less likely to more likely but it is not expected to materially impact the overall $1 billion ~~current~~ estimate ofand the capital ~~expenditures~~projects contained therein. Any capacity and energy requirements resulting from a decision not to proceed with ~~these~~the less likely projects isare currently expected to be met through renewable energy additions required under Missouri and Kansas renewable energy standards, demand side management programs, construction of combustion turbines and/or combined cycle units, and/or power purchase agreements.

The approximate $1 billion current estimate of capital expenditures does not reflect the non-capital costs the Companies incur on an ongoing basis to comply with environmental laws, which may increase in the future due to current or future environmental laws. 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 ~~pressures~~factors and/or public perception of the Companies' environmental reputation.

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

The CAIR requires reductions in SO2 and NOx emissions in 28 states, including Missouri~~. The~~, ~~reductions in SO2 and NOx emissions are~~ accomplished through statewide caps ~~for NOx and SO2~~. 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 SO2 and NOx emissions 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 opinion. The ~~court~~D.C. Circuit Court directed the EPA to continue to administer the CAIR until a valid replacement is promulgated. ~~The EPA and other parties have requested rehearing of this decision by the D.C. Circuit Court.~~

The CSAPR requires the states within its scope to reduce power plant SO2 and NOx emissions that contribute to ozone and fine particle nonattainment in other states. The geographical scope of the CSAPR includes Kansas, Missouri and other states. In the CSAPR, the EPA set an emissions budget for each of the 27

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affected states. The CSAPR allows limited interstate emissions allowance trading among power plants; however, it does not permit trading of SO2 allowances between the Companies' Kansas and Missouri power plants. There are additional reductions in SO2 allowances allocable to the Companies' Missouri power plants taking effect in 2014. There is no such 2014 additional reduction in SO2 allowances allocable to the Companies' Kansas power plants.

Best Available Retrofit Technology (BART) Rule

The EPA BART rule directs state air quality agencies to identify whether visibility-reducing emissions from sources subject to BART are below limits set by the state or whether retrofit measures are needed to reduce emissions. BART applies to specific eligible facilities including KCP&L's La Cygne Nos. 1 and 2 in Kansas,; KCP&L's Iatan No. 1, in which GMO has an 18% interest, and KCP&L's Montrose No. 3 in Missouri,; GMO's Sibley Unit No. 3 and Lake Road Unit No. 6 in Missouri; and Westar Energy, Inc.'s (Westar) Jeffrey Unit Nos. 1 and 2 in Kansas, in which GMO has an 8% interest. Both Missouri and Kansas have ~~submitted~~approved BART plans ~~to the EPA~~. ~~In December 2011, the EPA approved the Kansas BART plan.~~

InKCP&L ~~May~~has ~~2012,~~a consent agreement with the ~~EPA~~Kansas ~~finalized~~Department aof ~~rule~~Health ~~that~~and ~~approves~~Environment ~~the~~(KDHE) ~~CSAPR~~incorporating limits for stack particulate matter emissions, as anwell ~~alternative~~as tolimits ~~BART. As~~for aNOx ~~result~~and SO2 emissions, ~~states~~at inits ~~the~~La ~~CSAPR~~Cygne Station that will be ~~able~~below the presumptive limits under BART. KCP&L further agreed to ~~substitute~~use ~~participation~~its inbest efforts to install emission control technologies to reduce those emissions from the ~~CSAPR~~La ~~for~~Cygne ~~source-specific~~Station prior to the required compliance date under BART, but in no event later than June 1, 2015. In ~~addition~~August 2011, KCC issued its order on KCP&L's predetermination request that would apply to the ~~EPA~~recovery ~~finalized~~of acosts ~~limited~~for ~~disapproval~~its 50% share of the environmental equipment required to comply with BART ~~plan~~at the La Cygne Station. In the order, KCC stated that ~~had~~KCP&L's ~~been~~decision ~~submitted~~to byretrofit ~~Missouri~~La ~~because~~Cygne itwas ~~relied~~reasonable, onreliable, ~~requirements~~efficient ofand ~~the~~prudent ~~CAIR~~and tothe ~~satisfy~~$1.23 ~~certain~~billion ~~regional~~cost ~~haze~~estimate ~~requirements~~is reasonable. ToIf ~~address~~the ~~deficiencies~~cost infor athe ~~CAIR-dependent~~project ~~BART~~is ~~plan,~~at or below the ~~EPA~~$1.23 ~~promulgated~~billion estimate, absent a ~~Federal~~showing ~~Implementation~~of ~~Plan~~fraud ~~(FIP)~~or toother ~~replace~~intentional ~~reliance~~imprudence, onKCC ~~CAIR~~stated ~~with~~that ~~reliance~~it onwill not re-evaluate the ~~CSAPR~~prudency inof the ~~BART~~cost ~~plan~~of ~~for~~the ~~Missouri~~project. InIf ~~June~~the ~~2012,~~cost of the ~~EPA~~project ~~finalized~~exceeds athe ~~limited~~$1.23 ~~approval~~billion ofestimate and KCP&L seeks to recover amounts exceeding the ~~Missouri~~estimate, ~~BART~~KCP&L ~~plan~~will bear the burden of proving that ~~does~~any ~~not~~additional ~~include~~costs ~~the~~were ~~FIP-approved~~prudently ~~component~~incurred. KCP&L's 50% share of the ~~BART~~estimated ~~plan~~cost is $615 million. KCP&L began the project in September 2011.

Mercury and Air Toxics Standards (MATS) Rule

In ~~January~~December ~~2009~~2011, the EPA ~~issued~~finalized athe MATS ~~memorandum~~Rule ~~stating~~ that ~~new~~will ~~electric~~reduce ~~steam~~emissions ~~generating~~of ~~units~~toxic ~~(EGUs)~~air ~~that~~pollutants, ~~began~~also ~~construction~~known ~~while~~as ~~the~~hazardous ~~Clean~~air ~~Air~~pollutants, ~~Mercury~~from ~~Rule~~new ~~(CAMR)~~and ~~was~~existing incoal- ~~effect~~and ~~are~~oil-fired ~~subject~~electric toutility agenerating ~~new~~units ~~source~~with ~~maximum~~a ~~achievable~~capacity ~~control~~of ~~technology~~greater ~~(MACT)~~than ~~determination~~25 ~~on a case-by-case basis~~MWs. InThe ~~July~~rule ~~2009,~~establishes ~~the~~numerical ~~EPA~~emission ~~sent~~limits afor ~~letter~~mercury, ~~notifying~~particulate ~~KCP&L~~matter ~~that~~ (a ~~MACT~~surrogate ~~determination and schedule of compliance is required~~ for ~~coal and oil~~non-~~fired~~mercury ~~EGUs~~metals) ~~that began actual construction or reconstruction after December 15, 2000,~~ and ~~identified~~hydrochloric ~~Iatan~~acid ~~No.~~(a 2surrogate asfor anacid ~~affected EGU~~gases). ~~This~~The ~~was~~rule anestablishes ~~outcome~~work ofpractices, ~~the~~instead ~~D.C.~~of ~~Circuit~~numerical ~~Court~~emission oflimits, ~~Appeals'~~for ~~vacatur~~organic ofair ~~both~~toxics, ~~the~~including ~~CAMR~~dioxin/furan. Compliance ~~and~~with the ~~contemporaneously promulgated~~ rule ~~removing~~would ~~EGUs~~need ~~from~~to ~~MACT~~be ~~requirements. It~~achieved isby ~~not~~installing ~~currently~~additional ~~known~~emission ~~how~~control ~~the~~equipment, ~~MACT~~changes ~~determination~~in ~~and~~plant ~~schedule~~operation, ofpurchasing ~~compliance~~additional ~~will~~power ~~impact~~in the ~~permitting~~wholesale market or ~~operating~~a ~~requirements~~combination ~~for~~of ~~Iatan~~these ~~No.~~and 2,other ~~but~~alternatives. The itrule isallows ~~possible~~three ato ~~MACT~~four ~~determination~~years ~~may~~for ~~ultimately require additional emission control equipment and permit limits~~compliance.

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 EGUs 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 years for compliance with authority for state permitting authorities to grant an additional year as needed for technology installation. The EPA indicated that it expects this option to be broadly available. The Missouri Department of Natural Resources (MDNR) has granted an extension at KCP&L's Montrose Station and at GMO's Lake Road and Sibley Stations. The Kansas Department of Health and Environment (KDHE) has granted an extension at KCP&L's La Cygne Station.

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Industrial Boiler Rule

In ~~February~~December ~~2011~~2012, the EPA issued a final rule that would reduce emissions of hazardous air pollutants from new and existing industrial boilers. In May 2011, the EPA announced it would stay the effective date of the final rule during reconsideration; although in January 2012, the D.C. Circuit Court vacated the stay and remanded the stay to the EPA. The ~~EPA issued a proposed revised rule in December 2011 and intends to issue a~~ final rule ~~in 2012. The proposed revised 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 ~~existing~~final ~~boiler~~ rule ~~and~~does ~~its proposed revisions do~~ 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~~. The~~ ~~lawsuit~~and ~~asserted~~agreed ~~that~~to ~~certain~~install ~~projects~~a ~~completed~~selective catalytic reduction (SCR) system at one of the three Jeffrey Energy Center ~~violated~~units ~~certain~~by ~~requirements of~~ the ~~New~~end ~~Source~~of ~~Review program~~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. ~~The settlement agreement required, among other things, the installation of a selective catalytic reduction (SCR) system at one of the three Jeffrey Energy Center units by the end of 2014.~~ Westar has estimated the cost of this SCR at approximately $240 million. Depending on the NOx 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 by the end of 2016. 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.

KCP&L had received requests for information from the KDHE pertaining to a past La Cygne No. 1 scrubber project. In April 2012, KCP&L and KDHE agreed to resolve this matter with KCP&L completing supplemental environmental projects in the amount of $800,000 and paying a penalty in the amount of $350,000.28

Collaboration Agreement

In March 2007, KCP&L, the Sierra Club and the Concerned Citizens of Platte County entered into a Collaboration Agreement under which KCP&L agreed to pursue a set of initiatives designed to offset CO2 emissions.

KCP&L agreed in the Collaboration Agreement to pursue increasing its wind generation capacity by 400 MWs by the end of 2012. KCP&L and GMO have added 379 MWs of wind generation and have also added the equivalent CO2 offset of 21 MWs of wind through solar, landfill gas and other projects that were not required under the Collaboration Agreement.

KCP&L has a consent agreement with the KDHE incorporating limits for stack particulate matter emissions, as well as limits for NOx and SO2 emissions, at its La Cygne Station that, consistent with the Collaboration Agreement, 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

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~~prudent~~approximately ~~and~~$240 million. Depending on the ~~$1.23~~NOx ~~billion~~emission ~~cost~~reductions ~~estimate~~attained isby ~~reasonable. If~~that ~~the~~SCR ~~cost~~and ~~for~~attainable through the ~~project~~installation isof atother orcontrols ~~below~~at the ~~$1.23~~other ~~billion~~two ~~estimate~~units, ~~absent~~the asettlement ~~showing~~agreement may require the installation of ~~fraud~~a orsecond ~~other~~SCR ~~intentional~~system ~~imprudence,~~on ~~KCC~~one ~~stated~~of ~~that~~the itother ~~will~~two ~~not~~units ~~re-evaluate~~by the ~~prudency~~end of ~~the~~2016. Westar ~~cost~~has ofinformed the ~~project. If~~EPA that they believe that the ~~cost~~terms of the ~~project~~settlement ~~exceeds~~can be met through the ~~$1.23~~installation ~~billion~~of ~~estimate~~less ~~and~~expensive ~~KCP&L~~NOx ~~seeks~~reduction toequipment ~~recover~~rather ~~amounts~~than ~~exceeding~~a ~~the~~second ~~estimate,~~SCR ~~KCP&L~~system. GMO ~~will~~expects ~~bear~~to ~~the~~seek ~~burden~~recovery of ~~proving~~its ~~that~~share ~~any~~of ~~additional~~these costs ~~were~~through ~~prudently~~rate ~~incurred. KCP&L's~~increases; ~~50%~~however, ~~share~~there ofcan ~~the~~be ~~estimated~~no ~~cost~~assurance isthat ~~$615~~such ~~million. KCP&L~~rate ~~began~~increases ~~the~~would ~~project~~be ~~in September 2011~~granted.

~~Also~~SO2 ~~in the Collaboration Agreement, KCP&L agreed to offset an additional 711,000 tons of CO2 by the end of 2012, which it has done.~~NAAQS

In June 2010, the EPA strengthened the primary 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 2011, the MDNR recommended to the EPA that part of Jackson County, Missouri, which is in the Companies' service territory, be designated a nonattainment area for the new 1-hour SO₂ standard. The EPA has not yet made its final designation.

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 1819 million tons per year for Great Plains Energy and KCP&L, respectively.

~~Laws~~Legislation ~~have~~concerning ~~been passed in Missouri and Kansas,~~ the ~~states~~reduction inof ~~which~~emissions ~~the~~of ~~Companies'~~greenhouse ~~retail electric businesses are operated~~gases, ~~setting~~including ~~renewable energy standards~~CO2, is ~~and~~being ~~management~~considered ~~believes~~at ~~that~~the ~~national~~federal ~~clean~~and orstate ~~renewable energy standards are also possible~~levels. ~~While~~The ~~management~~timing ~~believes~~and ~~additional~~effects ~~requirements~~of ~~addressing~~any ~~these~~such ~~matters~~legislation ~~will~~cannot ~~possibly~~ be ~~enacted,~~determined ~~the~~at ~~timing,~~this ~~provisions~~time. In ~~and~~the ~~impact~~absence of ~~such~~new ~~requirements~~Congressional mandates, ~~including~~ the ~~cost~~EPA tois ~~obtain~~proceeding ~~and~~with ~~install~~the ~~new~~regulation ~~equipment~~of togreenhouse ~~achieve~~gases ~~compliance,~~under ~~cannot~~the beexisting ~~reasonably~~Clean ~~estimated~~Air ~~at this time~~Act. In ~~addition~~March 2012, ~~certain~~the ~~federal~~EPA ~~courts~~proposed ~~have~~new ~~held~~source ~~that~~performance ~~state~~standards ~~and~~for ~~local~~emissions ~~governments~~of ~~and~~CO2 ~~private~~for ~~parties~~new ~~have~~affected ~~standing to bring climate change tort suits seeking company~~fossil-~~specific~~fuel-fired ~~emission~~electric ~~reductions~~utility ~~and~~generating ~~monetary or other damages~~units. ~~While~~This ~~the~~action ~~Companies~~pursuant ~~are~~to ~~not~~the aClean ~~party~~Air toAct ~~any~~would, ~~climate~~for ~~change~~the ~~tort~~first ~~suit~~time, ~~there~~set isnational nolimits ~~assurance~~on ~~that~~the ~~such~~amount ~~suits~~of ~~may~~CO2 ~~not~~that bepower ~~filed~~plants built in the future orcan ~~as to the outcome if such suits are filed~~emit. ~~Such~~The ~~requirements~~proposal orwould ~~litigation~~not ~~outcomes~~apply ~~could~~to ~~have the potential for a significant financial and operational impact on~~ Great Plains Energy's and KCP&L~~. The~~'s ~~Companies~~existing ~~would~~units ~~likely~~including ~~seek~~modifications ~~recovery~~to ofthose ~~capital costs and expenses for compliance through rate increases; however, there can be no assurance that such rate increases would be granted~~units.

~~Legislation~~In ~~concerning~~addition, ~~the~~certain ~~reduction~~federal ofcourts ~~emissions~~have ofheld ~~greenhouse~~that ~~gases,~~state ~~including~~and ~~CO2, is~~local ~~being~~governments ~~considered~~and atprivate ~~the~~parties ~~federal~~have standing to bring climate change tort suits seeking company-specific emission reductions and ~~state~~monetary ~~levels~~or other damages. ~~The~~While ~~timing~~the ~~and~~Companies ~~effects~~are ofnot a party to any climate change tort suit, there is no assurance that such ~~legislation~~suits ~~cannot~~may not be ~~determined~~filed atin ~~this~~the ~~time~~future or as to the outcome if such suits are filed. InSuch ~~the~~requirements ~~absence~~or oflitigation ~~new~~outcomes ~~Congressional~~could ~~mandates,~~have the ~~EPA~~potential isfor ~~proceeding~~a ~~with~~significant ~~the~~financial ~~regulation~~and operational impact on Great Plains Energy and KCP&L. The Companies would likely seek recovery of ~~greenhouse~~capital ~~gases~~costs ~~under~~and ~~the~~expenses ~~existing~~for ~~Clean~~compliance ~~Air~~through ~~Act~~rate increases; however, there can be no assurance that such rate increases would be granted.

In March 2012, 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.29

At the state level, 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. The percentage increases 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

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~~renewable~~Laws ~~resources,~~have ~~including~~been ~~wind,~~passed ~~solar,~~in ~~biomass~~Missouri and ~~hydropower~~Kansas, bythe ~~2011,~~states ~~increasing~~in towhich 5%the inCompanies' ~~2014~~retail electric businesses are operated, ~~10%~~setting inrenewable ~~2018~~energy standards, and ~~15%~~management inbelieves ~~2021,~~that ~~with~~national aclean ~~small~~or ~~portion~~renewable ~~(estimated~~energy tostandards are also possible. While management believes additional requirements addressing these matters will possibly be ~~about~~enacted, 2the MWtiming, ~~for~~provisions ~~each~~and impact of ~~KCP&L~~such requirements, including the cost to obtain and ~~GMO)~~install ~~required~~new equipment to ~~come~~achieve ~~from~~compliance, ~~solar~~cannot ~~resources~~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 purchase 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.

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.

SO2 NAAQS

In June 2010, the EPA strengthened the primary 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 2011, the MDNR recommended to the EPA that part of Jackson County, Missouri, which is in the Companies' service territory, be designated a nonattainment area for the new 1-hour SO2 standard. In April 2012, the EPA announced it is seeking additional input from states, tribes, and other interested parties to refine the agency's approach for implementing the SO2 standard.

Particulate Matter (PM) NAAQS

In June 2012, the EPA proposed to strengthen the NAAQS for fine particulate matter (PM2.5). The proposal strengthens the annual primary standard and seeks comment on alternative levels of the annual primary standard. The proposal retains the existing 24-hour PM2.5 primary standard, coarse particle matter (PM10) primary standard, and secondary standards for PM2.5 and PM10 identical to the primary standards. The proposal also includes a separate PM2.5 standard to improve visibility. The EPA is proposing two visibility options for this 24-hour standard and is seeking comment on alternative levels. The EPA agreed to finalize the rule by December 2012. Although the impact on Great Plains 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.

Water

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 June 2013. Although the impact on Great Plains 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.

35KCP&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.

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~~KCP&L~~In ~~holds~~April a2013, ~~permit from~~ the ~~MDNR~~EPA ~~covering~~proposed ~~water discharge from its Hawthorn Station. The permit authorizes KCP&L~~ to, ~~among~~revise ~~other things, withdraw water from~~ the ~~Missouri~~technology-based ~~river~~effluent ~~for~~limitations ~~cooling~~guidelines ~~purposes~~ and ~~return~~standards ~~the~~regulation ~~heated water~~ to make the ~~Missouri~~existing ~~river. KCP&L~~controls ~~has~~on ~~applied~~discharges ~~for~~from asteam ~~renewal~~electric ofpower ~~this~~plants ~~permit~~more ~~and~~stringent. The ~~the~~proposal ~~EPA~~sets ~~has~~the ~~submitted~~first anfederal ~~interim~~limits ~~objection~~on ~~letter~~the ~~regarding~~levels ~~the~~of ~~allowable~~toxic ~~amount~~metals ofin ~~heat~~wastewater that can be ~~contained~~discharged infrom ~~the~~power ~~returned water~~plants. ~~Until~~ The ~~this~~new ~~matter~~requirements isfor ~~resolved,~~existing ~~KCP&L~~power ~~continues~~plants towould ~~operate~~be ~~under~~phased ~~its~~in ~~current~~between ~~permit. KCP&L~~2017 ~~cannot~~and ~~predict~~2022. The ~~the~~EPA ~~outcome~~is ofunder ~~this~~a ~~matter;~~consent ~~however,~~decree ~~while less significant outcomes are possible, this matter may require KCP&L~~ to ~~reduce~~take ~~its~~final ~~generation~~action ~~at Hawthorn Station, install cooling towers or both, any of which could have a significant impact~~ on ~~KCP&L. The outcome could also affect~~ the ~~terms~~proposed ofrule ~~water~~by ~~permit~~May ~~renewals at KCP&L's Iatan Station and at GMO's Sibley and Lake Road Stations~~2014.

~~Additionally,~~The ~~the~~proposal ~~EPA~~includes ~~plans~~a variety of options to ~~revise~~reduce ~~the~~pollutants ~~existing~~that ~~standards~~are ~~for~~discharged ~~water~~into ~~discharges~~waterways ~~from~~by coal~~-fired~~ ash, air pollution control waste and other waste from steam electric power plants. Depending ~~with~~on athe option, the proposed rule inwould ~~December~~establish ~~2012~~new ~~and~~or ~~final~~additional ~~action~~requirements infor ~~May~~wastewaters ~~2014. Until~~associated awith ~~rule~~the isfollowing ~~proposed~~processes and ~~finalized,~~byproducts ~~the~~at ~~financial~~certain KCP&L and ~~operational~~GMO ~~impacts~~stations: toflue ~~Great~~gas ~~Plains~~desulfurization, ~~Energy~~fly ash, bottom ash, flue gas mercury control, combustion residual leachate from landfills and ~~KCP&L~~surface ~~cannot~~impoundments, beand ~~determined~~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 ~~coal combustion residuals (~~CCRs) under the ~~Resource Conservation and Recovery Act (~~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, 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~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, KCP&L had $0.3 million accrued for environmental remediation expenses, which covers ground water monitoring at a former MGP site. At September 30, 2012, and December 31, 2011, Great Plains Energy had $0.4 million accrued for environmental remediation expenses, which includes the $0.3 million at KCP&L, and additional potential remediation and ground water monitoring costs relating to two GMO sites. The ~~amounts~~amount accrued ~~were~~was established on an undiscounted basis and ~~Great Plains Energy and~~ KCP&L dodoes not currently have an estimated time frame over which the accrued ~~amounts~~amount may be paid.

In addition to the $0.43 million accrual above, at ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, Great Plains Energy had $32.0 million ~~and $2.1 million, respectively,~~ accrued for the future investigation and remediation of certain additional GMO identified MGP sites, ~~PCB contaminated 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.

3631

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~~GMO~~actions ~~has pursued recovery~~ of ~~remediation~~environmental ~~costs~~agencies ~~from~~and ~~insurance~~the ~~carriers~~financial ~~and~~viability of other potentially responsible parties~~. As~~; ~~a result of a settlement with an insurance carrier~~however, ~~approximately~~given ~~$2.4~~the ~~million~~uncertainty inof ~~insurance~~these ~~proceeds~~items ~~less~~the anpossible ~~annual~~loss ~~deductible~~or isrange ~~available~~of toloss ~~GMO~~in toexcess ~~recover qualified MGP remediation expenses. GMO would seek recovery~~ of ~~additional~~the ~~remediation~~amount ~~costs~~accrued ~~and~~is ~~expenses~~not ~~through rate increases; however, there can be no assurance that such rate increases would be granted~~estimable.

11GMO has pursued recovery of remediation costs from insurance carriers and other potentially responsible parties. ~~LEGAL~~ As ~~PROCEEDINGS~~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.

~~KCP&L~~10. LEGAL ~~Spent Nuclear Fuel and Radioactive Waste~~PROCEEDINGS

In January 2004, KCP&L and the other two Wolf Creek owners filed a lawsuit against the United States in the U.S. Court of Federal Claims seeking $14.1 million of damages resulting from the government's failure to begin accepting spent nuclear fuel for disposal in January 1998, as the government was required to do by the Nuclear Waste Policy Act of 1982. The Wolf Creek case was tried before a U.S. Court of Federal Claims judge in June 2010 and a decision was issued in November 2010 granting KCP&L and the other two Wolf Creek owners $10.6 million ($5.0 million KCP&L share) in damages. In January 2011, KCP&L and the other two Wolf Creek owners as well as the United States filed appeals of the decision to the U.S. Court of Appeals for the Federal Circuit. On July 12, 2012, a three-judge panel of the Court of Appeals issued a decision reversing in part the trial court's decision and directing that the original award be increased by $2.1 million ($1.0 million KCP&L share). The United States requested a rehearing of that decision, but on October 1, 2012, the court denied the rehearing request. On November 1, 2012, the trial court amended its judgment to comply with the Court of Appeals decision.

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. In May 2011, FERC issued an order which clarified the scope of the hearing regarding spot-market transactions during the Summer Period and ruled on requests for rehearing and motions to dismiss. An evidentiary hearing before a FERC administrative law judge concluded on July 19, 2012. An initial decision by the FERC administrative law judge is due by February 2013. 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.

A separate proceeding was also initiated, generally referred to as the Pacific Northwest refund proceeding, to determine if any refunds were warranted in the Pacific Northwest between December 25, 2000, and June 20, 200111. ~~Refund~~ RELATED ~~claims~~PARTY ~~brought~~TRANSACTIONS ~~against~~AND ~~MPS Merchant were $5.1 million. MPS Merchant expects to settle these claims for an immaterial amount in the fourth quarter of 2012.~~RELATIONSHIPS

37KCP&L employees manage GMO's business and operate its facilities at cost. These costs totaled $25.2 million and $26.2 million, respectively, for the three months ended March 31, 2013, and 2012. Additionally, KCP&L and GMO engage in wholesale electricity transactions with each other. KCP&L's net wholesale sales to GMO were $5.4 million for the three months ended March 31, 2013, and 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. The following table summarizes KCP&L's related party receivables and payables.



	March 31			December 31
		2013			2012
		(millions)
Net receivable from GMO		$	17.1		$	26.2
Net receivable from Great Plains Energy		16.7			13.8

12. DERIVATIVE INSTRUMENTS

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~~12. RELATED~~use ~~PARTY~~derivative ~~TRANSACTIONS~~instruments ~~AND~~to ~~RELATIONSHIPS~~reduce the effects of fluctuations in fuel and purchased power expense caused by commodity price volatility.

~~KCP&L~~Counterparties ~~employees~~to ~~manage~~commodity ~~GMO's~~derivatives ~~business~~expose ~~and~~Great ~~operate~~Plains ~~its~~Energy ~~facilities~~and atKCP&L ~~cost. These~~to ~~costs~~credit ~~totaled~~loss ~~$23.9~~in ~~million~~the ~~and~~event ~~$76~~of nonperformance.8 This ~~million,~~credit ~~respectively,~~loss ~~for~~is limited to the ~~three~~cost ~~months~~of ~~ended~~replacing ~~and~~these ~~year~~contracts toat ~~date~~current ~~September 30,~~market ~~2012~~rates. ~~These~~Derivative ~~costs~~instruments, ~~totaled~~excluding ~~$25.0~~those ~~million~~instruments that qualify for the normal purchases and ~~$82.2~~normal ~~million,~~sales ~~respectively~~(NPNS) election, ~~for~~which ~~the~~are ~~same~~accounted ~~periods~~for inby ~~2011. Additionally~~accrual accounting, ~~KCP&L~~are ~~and~~recorded ~~GMO~~on ~~engage~~the inbalance ~~wholesale~~sheet ~~electricity~~at ~~transactions~~fair ~~with~~value ~~each~~as ~~other~~an asset or liability. ~~KCP&L~~Changes ~~and~~in ~~GMO~~the ~~are~~fair ~~also~~value ~~authorized~~of toderivative ~~participate~~instruments inare ~~the~~recognized ~~Great~~currently ~~Plains~~in ~~Energy~~net ~~money~~income ~~pool,~~unless anspecific ~~internal~~hedge ~~financing~~accounting ~~arrangement~~criteria inare ~~which~~met, ~~funds~~except ~~may~~hedges befor ~~lent~~GMO's onutility aoperations ~~short-term~~that ~~basis~~are recorded to ~~KCP&L~~a ~~and~~regulatory ~~GMO. The~~asset ~~following~~or ~~table~~liability ~~summarizes~~consistent ~~KCP&L's~~with ~~related~~MPSC ~~party~~regulatory ~~receivables~~orders, ~~and~~as ~~payables~~discussed below.

	September 30 2012			December 31 2011
		(millions)
Net receivable from GMO		$	15.9		$	24.1
Net receivable from Great Plains Energy		6.7			9.5

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 March 31, 2013, Great Plains Energy and KCP&L have posted collateral in excess of the aggregate fair value of its 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.

13. 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. 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's interest rate risk management strategy uses derivative instruments to adjust Great Plains Energy's and KCP&L's liability portfolio to optimize the mix of fixed and floating rate debt within an established range. In addition, Great Plains Energy and KCP&L use derivative instruments to hedge against future interest rate fluctuations on anticipated debt issuances. 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 and interest rate swap agreements 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 GMO utility operations hedges 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, 2012, Great Plains Energy and KCP&L have posted collateral in excess of the aggregate fair value of its 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 its counterparties.

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. ~~At September 30, 2012,~~ KCP&L ~~had~~designates ~~hedged~~these ~~89% and 16%, respectively, of the 2013 and 2014 projected~~ natural gas ~~usage for retail load and firm MWh sales by utilizing futures contracts. KCP&L has designated the 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 value would be recorded currently in fuel expense. At March 31, 2013, KCP&L ~~has~~had no hedges for its projected natural gas usage for retail load and firm MWh sales. KCP&L did not ~~recorded~~record any ineffectiveness on natural gas hedges for the three months ended ~~and year to date September~~March 3031, 2012 ~~and 2011~~.

38Additionally, 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.

~~Table~~GMO's risk management policy is to use derivative instruments to mitigate price exposure to natural gas price volatility in the market. The fair value of ~~Contents~~the portfolio relates to financial contracts that will settle against actual purchases of natural gas and purchased power. At March 31, 2013, GMO had financial contracts in place to hedge approximately 83%, 22% and 2% of its expected on-peak natural gas generation and natural gas equivalent purchased power price exposure for 2013, 2014 and 2015, respectively. 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.

GMO's risk management policy is to use derivative instruments to mitigate price exposure to natural gas price volatility in the market. The fair value of the portfolio relates to financial contracts that will settle against actual purchases of natural gas and purchased power. At September 30, 2012, GMO had financial contracts in place to hedge approximately 93% for the remainder of 2012, 71% for 2013 and 10% for 2014 of the expected on-peak natural gas generation and natural gas equivalent purchased power price exposure. 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 FAC. A regulatory asset has been recorded to reflect the change in the timing of recognition authorized by the MPSC. To the extent recovery of actual costs incurred is allowed, amounts 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.33

	September 30 2012					December 31 2011
	NotionalContractAmount		FairValue			NotionalContractAmount		FairValue
Great Plains Energy	(millions)
Futures contracts
Cash flow hedges	$	1.0	$	(0.2	)	$	2.0	$	(0.5	)
Non-hedging derivatives	16.3		(1.9		)	23.6		(5.0		)
Forward contracts
Non-hedging derivatives	70.3		6.8			97.3		7.8
Option contracts
Non-hedging derivatives	—		—			0.4		—
KCP&L
Futures contracts
Cash flow hedges	$	1.0	$	(0.2	)	$	2.0	$	(0.5	)

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	March 31					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	38.5		(2.0		)	17.9		(2.8		)
Forward contracts
Non-hedging derivatives	67.0		6.5			65.5		6.5
Option contracts
Non-hedging derivatives	2.5		0.5			—		—
KCP&L
Futures contracts
Cash flow hedges	$	—	$	—		$	1.0	$	(0.2	)
Non-hedging derivatives	20.3		(1.0		)	—		—

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, 2012	Classification	Fair Value			Fair Value
March 31, 2013	Classification	Fair Value			Fair Value
Derivatives Designated as Hedging Instruments			(millions)
Derivatives Not Designated as Hedging Instruments			(millions)
Commodity contracts	Derivative instruments		$	7.6		$	2.6
December 31, 2012
Derivatives Designated as Hedging Instruments
Commodity contracts	Derivative instruments		$	—		$	0.2
Derivatives Not Designated as Hedging Instruments
Commodity contracts	Derivative instruments		76.25			2.38
Total Derivatives			$	76.25		$	23.50
December 31, 2011
Derivatives Designated as Hedging Instruments
Commodity contracts	Derivative instruments		$	—		$	0.5
Derivatives Not Designated as Hedging Instruments
Commodity contracts	Derivative instruments		7.8			5.0
Total Derivatives			$	7.8		$	5.5

KCP&L

Balance Sheet

Asset Derivatives

Liability Derivatives

September 30, 2012

Classification

Fair Value

March 31, 2013

Classification

Fair Value

Derivatives Designated as Hedging Instruments

(millions)

Derivatives Not Designated as Hedging Instruments

(millions)

Commodity contracts

Derivative instruments

—

01.20

December 31, 2011

December 31, 2012

Derivatives Designated as Hedging Instruments

Commodity contracts

Derivative instruments

—

0.52

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The following tables provide information regarding Great Plains Energy's and KCP&L's offsetting of derivative assets and liabilities at March 31, 2013, and December 31, 2012.



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
March 31, 2013	(millions)
Derivative assets		$	7.6		$	(0.9	)		$	6.7		$	—		$	—		$	6.7
Derivative liabilities		2.6			(2.6		)		—			—			—			—
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
March 31, 2013	(millions)
Derivative liabilities		$	1.0		$	(1.0	)		$	—		$	—		$	—		$	—
December 31, 2012
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
					Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
					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, 2012	(millions)					(millions)
Three Months Ended March 31, 2013		(millions)				(millions)
Interest rate contracts		$	—		Interest charges	$	(5.0	)
Commodity contracts		~~0.1~~—			Fuel	(0.52		)
Income tax expense		(0.1		)	Income tax benefit	2.1
Income tax benefit		—			Income tax benefit	2.0
Total		$	—		Total	$	(3.42	)
Year to Date September 30, 2012
Three Months Ended March 31, 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	)
Three Months Ended September 30, 2011
Interest rate contracts		$	—		Interest charges	$	(5.1	)
Commodity contracts		(0.13		)	Fuel	~~(0.1~~—		)
Income tax benefit		0.1			Income tax benefit	2.10
Total		$	—(0.2	)	Total	$	(3.1	)
Year to Date September 30, 2011
Interest rate contracts		$	(5.3	)	Interest charges	$	(11.9	)
Commodity contracts		(0.2		)	Fuel	(0.1		)
Income tax benefit		2.2			Income tax benefit	4.7
Total		$	(3.3	)	Total	$	(7.3	)



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 March 31, 2013		(millions)				(millions)
Interest rate contracts		$	—		Interest charges	$	(2.2	)
Commodity contracts		—			Fuel	(0.2		)
Income tax benefit		—			Income tax benefit	0.9
Total		$	—		Total	$	(1.5	)
Three Months Ended March 31, 2012
Interest rate contracts		$	—		Interest charges	$	(2.2	)
Commodity contracts		(0.3		)	Fuel	—
Income tax benefit		0.1			Income tax benefit	0.8
Total		$	(0.2	)	Total	$	(1.4	)

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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, 2012	(millions)					(millions)
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	)
Three Months Ended September 30, 2011
Interest rate contracts		$	—		Interest charges	$	(2.1	)
Commodity contracts		(0.1		)	Fuel	(0.1		)
Income tax benefit		0.1			Income tax benefit	0.9
Total		$	—		Total	$	(1.3	)
Year to Date September 30, 2011
Interest rate contracts		$	—		Interest charges	$	(6.5	)
Commodity contracts		(0.2		)	Fuel	(0.1		)
Income tax benefit		0.1			Income tax benefit	2.6
Total		$	(0.1	)	Total	$	(4.0	)

The following table summarizes the amount of 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 March 31, 2013	(millions)					(millions)
Commodity contracts		$	1.8		Fuel	$	(1.0	)
Total		$	1.8		Total	$	(1.0	)
Three Months Ended March 31, 2012
Commodity contracts		$	(3.0	)	Fuel	$	(0.7	)
Total		$	(3.0	)	Total	$	(0.7	)

~~Table~~Great Plains Energy's income statement reflects a loss for the change in fair value of ~~Contents~~commodity contract derivatives not designated as hedging instruments of $1.0 million and $0.8 million for the three months ended March 31, 2013, and 2012, respectively. KCP&L's income statement reflects a loss for the change in the fair value of commodity contract derivatives not designated as hedging instruments of $1.0 million for the three months ended March 31, 2013.

The following table summarizes the amount of gain (loss) recognized in a regulatory balance sheet account 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
	Amount of Gain (Loss) Recognized in Regulatory Account on Derivatives				Income Statement Classification	Amount
Three Months Ended September 30, 2012	(millions)					(millions)
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	)
Three Months Ended September 30, 2011
Commodity contracts		$	(2.2	)	Fuel	$	(0.6	)
Total		$	(2.2	)	Total	$	(0.6	)
Year to Date September 30, 2011
Commodity contracts		$	(3.5	)	Fuel	$	(3.5	)
Total		$	(3.5	)	Total	$	(3.5	)

Great Plains Energy's income statement reflects gains (losses) for the change in fair value of the MPS Merchant commodity contract derivatives not designated as hedging instruments of $0.1 million and $(1.0) million, respectively, for the three months ended and year to date September 30, 2012, and $(0.6) million and $0.4 million, respectively, for the same periods in 2011.

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 2012				December 31 2011				September 30 2012				December 31 2011
	March 31				December 31				March 31				December 31
	2013				2012				2013				2012
		(millions)
Current assets		$	10.84			$	1110.36			$	10.84			$	1110.36
Current liabilities		(7363.61		)		(8968.54		)		(5550.13		)		(6252.58		)
Noncurrent liabilities		~~(0.1~~—		)		(0.21		)		~~(0.1~~—		)		(0.21		)
Deferred income taxes		2420.5				3022.5				1715.36				2016.05
Total		$	(3832.42	)		$	(4735.94	)		$	(2724.13	)		$	(3125.48	)

Great Plains Energy's accumulated OCI in the table above at ~~September~~March 3031, ~~2012~~2013, includes $2019.3 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~~March 3031, ~~2012~~2013, includes $8.97 million that is expected to be reclassified to expenses over the next twelve months.

4313. FAIR VALUE MEASUREMENTS

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14. 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. Assets and liabilities categorized within this level consist of Great Plains Energy's and KCP&L's various exchange traded derivative instruments and equity and U.S. Treasury ~~securities that are actively traded within KCP&L's decommissioning trust fund and GMO's Supplemental Executive Retirement Plan (SERP) rabbi trust fund.~~

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. Assets categorized within this level consist of Great Plains Energy's and KCP&L's various non-exchange traded derivative instruments traded in over-the-counter markets and certain debt securities within KCP&L's decommissioning trust fund and GMO's SERP rabbi trust fund.37

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securities that are actively traded within KCP&L's decommissioning trust fund and GMO's Supplemental Executive Retirement Plan (SERP) rabbi trusts.

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. Assets and liabilities categorized within this level consist of Great Plains Energy's and KCP&L's various non-exchange traded derivative instruments traded in over-the-counter markets and certain debt securities and fixed income funds within KCP&L's decommissioning trust fund and GMO's SERP rabbi trusts.

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. Assets categorized within this level consist of Great Plains Energy's various non-exchange traded derivative instruments traded in over-the-counter markets for which sufficiently observable market data is not available to corroborate the valuation inputs.

4438

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The following tables include Great Plains Energy's and KCP&L's balances of financial assets and liabilities measured at fair value on a recurring basis at ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012.

								Fair Value Measurements Using
Description	~~September~~March 3031 ~~2012~~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 (b)
Nuclear decommissioning trust (a)
Equity securities		$	97108.97		$	—			$	97108.97		$	—		$	—
Debt securities
U.S. Treasury		18.65			—				18.65			—			—
U.S. Agency		23.83			—				—			23.83			—
State and local obligations		23.73			—				—			23.73			—
Corporate bonds		2627.46			—				—			2627.46			—
Foreign governments		0.6			—				—			0.6			—
Other		0.3			—				—			0.3			—
Other		0.2			—				—			0.2			—
Total nuclear decommissioning trust		161.7			—				127.2			34.5			—
Total nuclear decommissioning trust		149.2			—				116.5			32.7			—
Total		161.7			—				127.2			34.5			—
Total		149.2			—				116.5			32.7			—
Liabilities
Derivative instruments (a)		—			(0.2		)		0.2			—			—
Derivative instruments (b)		—			(1.0		)		1.0			—			—
Total		$	—		$	(01.20	)		$	01.20		$	—		$	—
Other Great Plains Energy
Assets
Derivative instruments (a)		$	6.8		$	(0.4	)		$	0.4		$	4.4		$	2.4
Derivative instruments (b)		$	6.7		$	(0.9	)		$	0.6		$	4.6		$	2.4
SERP rabbi trust (c)
SERP rabbi trusts (c)
Equity securities		0.1			—				0.1			—			—
Debt securities		0.1			—				—			0.1			—
Fixed income funds		19.7			—				—			19.7			—
Total SERP rabbi trust		0.2			—				0.1			0.1			—
Total SERP rabbi trusts		19.8			—				0.1			19.7			—
Total		726.05			(0.49		)		0.57			424.53			2.4
Liabilities
Derivative instruments (a)		—			(2.3		)		2.3			—			—
Derivative instruments (b)		—			(1.6		)		1.6			—			—
Total		$	—		$	(21.36	)		$	21.36		$	—		$	—
Great Plains Energy
Assets
Derivative instruments (a)		$	6.8		$	(0.4	)		$	0.4		$	4.4		$	2.4
Derivative instruments (b)		$	6.7		$	(0.9	)		$	0.6		$	4.6		$	2.4
Nuclear decommissioning trust (b)		149.2			—				116.5			32.7			—
Nuclear decommissioning trust (a)		161.7			—				127.2			34.5			—
SERP rabbi trust (c)		0.2			—				0.1			0.1			—
SERP rabbi trusts (c)		19.8			—				0.1			19.7			—
Total		~~156~~188.2			(0.49		)		~~117~~127.09			3758.28			2.4
Liabilities
Derivative instruments (a)		—			(2.5		)		2.5			—			—
Derivative instruments (b)		—			(2.6		)		2.6			—			—
Total		$	—		$	(2.56	)		$	2.56		$	—		$	—

4539

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									Fair Value Measurements Using
Description	December 31 ~~2011~~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 (b)
Nuclear decommissioning trust (a)
Equity securities		$	84100.31			$	—			$	84100.31		$	—			$	—
Debt securities
U.S. Treasury		1518.35				—				1518.35			—				—
U.S. Agency		32.68				—				—			32.68				—
State and local obligations		23.63				—				—			23.63				—
Corporate bonds		26.48				—				—			26.48				—
Foreign governments		0.7				—				—			0.7				—
Other		0.3				—				—			0.3				—
Other		(0.6		)		—				—			(0.6		)		—
Total nuclear decommissioning trust		151.8				—				118.6			33.2				—
Total nuclear decommissioning trust		132.3				—				99.6			32.7				—
Total		151.8				—				118.6			33.2				—
Total		132.3				—				99.6			32.7				—
Liabilities
Derivative instruments (a)		—				(0.5		)		0.5			—				—
Derivative instruments (b)		—				(0.2		)		0.2			—				—
Total		$	—			$	(0.52	)		$	0.52		$	—			$	—
Other Great Plains Energy
Assets
Derivative instruments (a)		$	7.8			$	—			$	—		$	4.7			$	3.1
Derivative instruments (b)		$	6.5			$	—			$	—		$	4.2			$	2.3
SERP rabbi trust (c)
SERP rabbi trusts (c)
Equity securities		0.21				—				0.21			—				—
Debt securities		0.1				—				—			0.1				—
Fixed income funds		20.2				—				—			20.2				—
Total SERP rabbi trust		0.3				—				0.2			0.1				—
Total SERP rabbi trusts		20.3				—				0.1			20.2				—
Total		826.18				—				0.21			424.84				32.13
Liabilities
Derivative instruments (a)		—				(5.0		)		5.0			—				—
Derivative instruments (b)		—				(2.8		)		2.8			—				—
Total		$	—			$	(52.08	)		$	52.08		$	—			$	—
Great Plains Energy
Assets
Derivative instruments (a)		$	7.8			$	—			$	—		$	4.7			$	3.1
Derivative instruments (b)		$	6.5			$	—			$	—		$	4.2			$	2.3
Nuclear decommissioning trust (b)		132.3				—				99.6			32.7				—
Nuclear decommissioning trust (a)		151.8				—				118.6			33.2				—
SERP rabbi trust (c)		0.3				—				0.2			0.1				—
SERP rabbi trusts (c)		20.3				—				0.1			20.2				—
Total		~~140~~178.46				—				99118.87			3757.56				32.13
Liabilities
Derivative instruments (a)		—				(5.5		)		5.5			—				—
Derivative instruments (b)		—				(3.0		)		3.0			—				—
Total		$	—			$	(53.50	)		$	53.50		$	—			$	—

(a) ~~The~~Fair ~~fair~~ value ~~of derivative instruments~~ is ~~estimated~~based ~~using~~on quoted market ~~quotes,~~prices ~~over-~~of the~~-counter~~ ~~forward~~investments ~~price~~held by the fund and/or ~~volatility~~valuation ~~curves~~models. The total does not include $2.6 million and ~~correlations~~$2.9 ~~among~~million ~~fuel~~at ~~prices~~March 31, ~~net~~2013, and December 31, 2012, respectively, of ~~estimated~~cash ~~credit~~and ~~risk~~cash equivalents, which are not subject to the fair value requirements.

(b) ~~Fair~~The fair value isof ~~based~~derivative oninstruments ~~quoted~~is ~~market~~estimated ~~prices~~using ofmarket ~~the~~quotes, ~~investments held by~~ over-the-counter ~~fund~~forward ~~and/or~~price ~~valuation models. The total does not include $2.9 million~~ and ~~$3.0~~volatility ~~million~~curves ~~at September 30, 2012,~~ and ~~December~~correlations ~~31,~~among ~~2011,~~fuel ~~respectively~~prices, net of ~~cash~~estimated ~~and~~credit ~~cash equivalents, which are not subject to the fair value requirements~~risk.

(c) Fair value is based on quoted market prices ofand/or ~~the~~valuation ~~investments~~models ~~held~~for byequity ~~the~~securities ~~fund~~ and~~/or~~ ~~valuation~~Net ~~models~~Asset Value (NAV) per share for fixed income funds. The total does not include $200.31 million at ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, of cash and cash equivalents, which are not subject to the fair value requirements.

46(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 March 31, 2013, and December 31, 2012, Great Plains Energy netted $1.7 million and $3.0 million, respectively, of cash collateral posted with counterparties.

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~~(d)~~The ~~Represents~~following ~~the~~table ~~difference~~reconciles ~~between~~the ~~derivative~~beginning ~~contracts~~and inending anbalances ~~asset~~for orall ~~liability~~Level ~~position~~3 ~~presented~~assets onand aliabilities, net, ~~basis~~measured byat ~~counterparty~~fair value on ~~the consolidated balance sheet where~~ a ~~master~~recurring ~~netting~~basis ~~agreement~~for ~~exists between~~ the ~~Company~~three ~~and~~months ~~the~~ended ~~counterparty. At September 30, 2012, and December~~ March 31, ~~2011~~2013, ~~Great Plains Energy netted $2.1 million~~ and $52012.~~5 million, respectively, of cash collateral posted with counterparties.~~

The following tables reconcile the beginning and ending balances for all Level 3 assets and liabilities, net, measured at fair value on a recurring basis for the three months ended and year to date September 30, 2012 and 2011.



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	2.4			0.2
Settlements	(2.3		)	(0.9		)
Balance at March 31	$	2.4		$	2.4
Total unrealized gains (losses) included in non-operating income relating to assets
and liabilities still on the consolidated balance sheet at March 31	$	0.2		$	(0.6	)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	2012			2011
	Derivative Instruments
	(millions)
Balance at July 1	$	2.2		$	4.9
Total realized/unrealized gains included in non-operating income	3.7			4.0
Settlements	(3.5		)	(4.4		)
Balance at September 30	$	2.4		$	4.5
Total unrealized gains and (losses) included in non-operating income relating to assets
and liabilities still on the consolidated balance sheet at September 30	$	0.3		$	(0.3	)

14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	2012			2011
	Derivative Instruments
	(millions)
Balance at January 1	$	3.1		$	3.7
Total realized/unrealized gains included in non-operating income	4.8			11.1
Settlements	(5.5		)	(10.3		)
Balance at September 30	$	2.4		$	4.5
Total unrealized gains and (losses) included in non-operating income relating to assets
and liabilities still on the consolidated balance sheet at September 30	$	(0.4	)	$	1.2

The following tables reflect the change in the balances of each component of accumulated other comprehensive loss for Great Plains Energy and KCP&L for the three months ended March 31, 2013.



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		3.2				—			3.2
Net current period other comprehensive income		3.2				—			3.2
Ending balance March 31, 2013		$	(32.2	)		$	(3.0	)	$	(35.2	)

^(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		1.5
Net current period other comprehensive income		1.5
Ending balance March 31, 2013		$	(24.3	)

^(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 for the three months ended March 31, 2013.



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 March 31, 2013	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts		$	(5.0	)	Interest charges
Commodity contracts		(0.2		)	Fuel
		(5.2		)	Income before income tax expense and loss from equity investments
		2.0			Income tax benefit
Total reclassifications, net of tax		$	(3.2	)	Net income



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 March 31, 2013	(millions)
Gains and (losses) on cash flow hedges (effective portion)
Interest rate contracts		$	(2.2	)	Interest charges
Commodity contracts		(0.2		)	Fuel
		(2.4		)	Income before income tax expense
		0.9			Income tax benefit
Total reclassifications, net of tax		$	(1.5	)	Net income

15. TAXES

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

	Three Months EndedSeptember 30						Year to DateSeptember 30
Great Plains Energy
Great Plains Energy	2012			2011			2012			2011
Three Months Ended March 31	2013			2012
Current income taxes	(millions)
Federal	$	(10.41	)	$	~~(10.2~~—	)	$	~~(4.7~~	)	$	~~(6.4~~	)
State	(0.31		)	(0.81		)	—			~~(4.8~~		)
Foreign	—			—			—			(0.4		)
Total	(0.2		)	(0.1		)
Total	(1.7		)	(11.0		)	(4.7		)	(11.6		)
Deferred income taxes
Deferred income taxes
Federal	9.9			(8.3		)
Federal	75.1			74.7			97.6			103.6
State	2.3			(0.8		)
State	13.9			13.0			18.2			20.4
Total	12.2			(9.1		)
Total	89.0			87.7			115.8			124.0
Noncurrent income taxes
Noncurrent income taxes
Foreign	(0.1		)	0.3
Federal	—			—			(0.2		)	(18.0		)
Investment tax credit amortization	(0.4		)	(0.6		)
State	—			—			—			(1.9		)
Income tax expense (benefit)	$	11.5		$	(9.5	)
Foreign	(4.1		)	(0.6		)	(4.2		)	(0.4		)
Total	(4.1		)	(0.6		)	(4.4		)	(20.3		)
Investment tax credit amortization	(0.6		)	(0.7		)	(1.8		)	(1.5		)
Income tax expense	$	82.6		$	75.4		$	104.9		$	90.6

	Three Months EndedSeptember 30						Year to DateSeptember 30
KCP&L	2012			2011			2012			2011
Current income taxes	(millions)
Federal	$	22.9		$	(10.2	)	$	23.1		$	(7.8	)
State	4.1			(0.9		)	4.2			(0.4		)
Total	27.0			(11.1		)	27.3			(8.2		)
Deferred income taxes
Federal	22.7			53.5			38.8			73.4
State	4.5			9.3			8.6			13.8
Total	27.2			62.8			47.4			87.2
Noncurrent income taxes
Federal	1.0			1.5			1.1			(9.1		)
State	0.2			0.1			0.2			(1.0		)
Total	1.2			1.6			1.3			(10.1		)
Investment tax credit amortization	(0.5		)	(0.5		)	(1.4		)	(1.0		)
Income tax expense	$	54.9		$	52.8		$	74.6		$	67.9

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Income Tax Expense and Effective Income Tax Rates



KCP&L
Three Months Ended March 31	2013			2012
Current income taxes	(millions)
Federal	$	(0.3	)	$	0.1
Deferred income taxes
Federal	4.0			(3.3		)
State	1.3			(0.1		)
Total	5.3			(3.4		)
Noncurrent income taxes
Federal	0.6			0.4
State	0.1			0.1
Total	0.7			0.5
Investment tax credit amortization	(0.3		)	(0.5		)
Income tax expense (benefit)	$	5.4		$	(3.3	)

Effective Income ~~tax~~Tax ~~expense and the 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.~~Rates

Great Plains Energy	Income Tax Expense						Income Tax Rate
Three Months Ended September 30	2012			2011			2012		2011
	(millions)
Federal statutory income tax	$	80.0		$	70.6		35.0	%	35.0	%
Differences between book and tax depreciation not
normalized	1.3			1.8			0.5		0.9
Amortization of investment tax credits	(0.6		)	(0.7		)	(0.3	)	(0.3	)
Federal income tax credits	(2.2		)	(2.9		)	(1.0	)	(1.4	)
State income taxes	8.8			8.1			3.8		4.0
Changes in uncertain tax positions, net	(4.1		)	(2.7		)	(1.8	)	(1.3	)
Other	(0.6		)	1.2			(0.1	)	0.4
Total	$	82.6		$	75.4		36.1	%	37.3	%

Effective income tax rates reflected in the financial statements and the reasons for their differences from the statutory federal rates are detailed in the following tables.

Great Plains Energy	~~Income Tax Expense~~							~~Income Tax Rate~~
Year to Date September 30	2012				2011			2012		2011
Three Months Ended March 31	2013			2012
	(millions)
Federal statutory income tax rate	35.0	%		35.0	%
Federal statutory income tax	$	105.0			$	92.0		35.0	%	35.0	%
Differences between book and tax depreciation not normalized	1.4			(5.7	)
Differences between book and tax depreciation not
Amortization of investment tax credits	(1.1	)		3.5
normalized	3.4				3.7			1.1		1.4
Federal income tax credits	(7.9	)		15.2
Amortization of investment tax credits	(1.8		)		(1.5		)	(0.6	)	(0.6	)
State income taxes	4.2			3.1
Federal income tax credits	(8.3		)		(9.7		)	(2.8	)	(3.7	)
Changes in uncertain tax positions, net	(0.7	)		(1.3	)
State income taxes	11.7				11.1			3.9		4.2
Other	(0.2	)		1.7
Changes in uncertain tax positions, net	(4.2		)		(4.0		)	(1.4	)	(1.5	)
Effective income tax rate	30.7	%		51.5	%
Valuation allowance	0.1				(2.2		)	—		(0.8	)
Other	(1.0		)		1.2			(0.3	)	0.5
Total	$	104.9			$	90.6		34.9	%	34.5	%

KCP&L	~~Income Tax Expense~~							~~Income Tax Rate~~
Three Months Ended September 30	2012				2011			2012		2011
Three Months Ended March 31	2013			2012
	(millions)
Federal statutory income tax rate	35.0	%		35.0	%
Federal statutory income tax	$	50.8			$	48.3		35.0	%	35.0	%
Differences between book and tax depreciation not normalized	1.6			(88.5	)
Differences between book and tax depreciation not
Amortization of investment tax credits	(1.2	)		48.1
normalized	1.0				1.7			0.7		1.2
Federal income tax credits	(13.8	)		279.6
Amortization of investment tax credits	(0.5		)		(0.5		)	(0.3	)	(0.4	)
State income taxes	4.0			1.3
Federal income tax credits	(2.2		)		(2.9		)	(1.5	)	(2.1	)
Other	(0.7	)		53.7
State income taxes	5.8				5.7			3.9		4.1
Effective income tax rate	24.9	%		329.2	%
Other	—				0.5			—		0.4
Total	$	54.9			$	52.8		37.8	%	38.2	%

49Deferred Income Taxes

At March 31, 2013, Great Plains Energy's current deferred income tax asset decreased $85.4 million and noncurrent deferred income tax liability decreased $72.5 million compared to December 31, 2012, primarily due to the reclassification of $77.8 million of net operating losses from current deferred income tax asset to noncurrent deferred income tax liability driven by the expected timing of their utilization due to the extension of 50% bonus depreciation with the January 2, 2013, enactment of the American Taxpayer Relief Act of 2012.

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KCP&L	Income Tax Expense						Income Tax Rate
Year to Date September 30	2012			2011			2012		2011
	(millions)
Federal statutory income tax	$	73.8		$	66.7		35.0	%	35.0	%
Differences between book and tax depreciation not
normalized	2.8			3.3			1.3		1.7
Amortization of investment tax credits	(1.4		)	(1.0		)	(0.6	)	(0.5	)
Federal income tax credits	(8.3		)	(9.6		)	(4.0	)	(5.1	)
State income taxes	8.4			7.7			4.0		4.0
Changes in uncertain tax positions, net	—			0.4			—		0.2
Other	(0.7		)	0.4			(0.3	)	0.3
Total	$	74.6		$	67.9		35.4	%	35.6	%

Uncertain Tax Positions

At ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, Great Plains Energy had $21.06 million and $2421.04 million, respectively, of liabilities related to unrecognized tax benefits. Of these amounts, $7.6.9 million and $117.83 million at ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, respectively, are expected to impact the effective tax rate if recognized. ~~The $3.0 million decrease in unrecognized tax benefits is primarily due to a $4.5 million decrease of unrecognized tax benefits related to former GMO non-regulated operations.~~

At ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, KCP&L had $911.92 million and $810.75 million, respectively, of liabilities related to unrecognized tax benefits. Of None of these amounts, ~~$0.2~~are ~~million at September 30, 2012, and December 31, 2011, is~~ expected to impact the effective tax rate if recognized.

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 2012				December 31 2011				September 30 2012				December 31 2011
	March 31 2013				December 31 2012				March 31 2013				December 31 2012
		(millions)
Beginning balance January 1		$	2421.04			$	4224.0			$	810.75			$	198.17
Additions for current year tax positions		20.89				13.47				20.79				—3.6
Additions for prior year tax positions		—				2.4				—				2.3
Reductions for current year tax positions		(0.1		)		—				—				—
Reductions for prior year tax positions		(60.12		)		(201.98		)		(10.52		)		(121.6		)
Statute expirations		—(0.2		)		(04.7		)		—				(0.12		)
Foreign currency translation adjustments		(0.32		)		(0.2		)		—				—
Ending balance		$	21.06			$	2421.04			$	911.92			$	810.75

Great Plains Energy and KCP&L recognize interest related to unrecognized tax benefits in interest expense and penalties in non-operating expenses. At ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, amounts accrued for interest related to unrecognized tax benefits for Great Plains Energy ~~was~~were $3.52 million and $53.75 million, respectively. ~~The $2.2 million decrease in accrued interest was primarily related to former GMO non-regulated operations.~~ Amounts accrued for penalties with respect to unrecognized tax benefits for Great Plains Energy were $0.76 million and $10.17 million at ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012, respectively. ~~Amounts~~ At March 31, 2013, and December 31, 2012, amounts accrued for interest and penalties with respect to unrecognized tax benefits for KCP&L ~~are~~were insignificant.

The IRS is currently auditing Great Plains Energy and its subsidiaries for the 2009 tax year. The Company estimates that it is reasonably possible that $45.82 million and $4.03 million for Great Plains Energy and KCP&L, respectively, of unrecognized tax benefits may be recognized in the next twelve months due to statute expirations or settlement agreements with tax authorities.

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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~~, consolidating entries and intercompany eliminations~~. ~~Intercompany eliminations include insignificant amounts of intercompany financing-related activities.~~ 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.~~44

Three Months EndedSeptember 30, 2012	ElectricUtility				Other			Great PlainsEnergy
		(millions)
Operating revenues		$	746.2			$	—		$	746.2
Depreciation and amortization		(68.9		)		—			(68.9		)
Interest (charges) income		(48.4		)		0.3			(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 DateSeptember 30, 2012	ElectricUtility				Other				Great PlainsEnergy
		(millions)
Operating revenues		$	1,829.5			$	—			$	1,829.5
Depreciation and amortization		(204.2		)		—				(204.2		)
Interest charges		(149.5		)		(21.3		)		(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

Three Months EndedSeptember 30, 2011	ElectricUtility				Other				Great PlainsEnergy
		(millions)
Operating revenues		$	773.7			$	—			$	773.7
Depreciation and amortization		(65.9		)		—				(65.9		)
Interest charges		(50.2		)		(10.6		)		(60.8		)
Income tax (expense) benefit		(82.9		)		7.5				(75.4		)
Net income (loss) attributable to Great Plains Energy		133.9				(7.4		)		126.5

Year to DateSeptember 30, 2011	ElectricUtility				Other				Great PlainsEnergy
		(millions)
Operating revenues		$	1,831.7			$	—			$	1,831.7
Depreciation and amortization		(205.9		)		—				(205.9		)
Interest charges		(124.8		)		(31.2		)		(156.0		)
Income tax (expense) benefit		(109.8		)		19.2				(90.6		)
Net income (loss) attributable to Great Plains Energy		189.9				(17.6		)		172.3

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	ElectricUtility			Other			Eliminations				Great PlainsEnergy
September 30, 2012		(millions)
Assets		$	9,765.3		$	152.5		$	(415.4	)		$	9,502.4
Capital expenditures (a)		409.5			—			—				409.5
December 31, 2011
Assets		$	9,483.4		$	51.9		$	(417.3	)		$	9,118.0
Capital expenditures (a)		456.6			—			—				456.6

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



Three Months Ended March 31, 2013	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	542.2			$	—			$	—		$	542.2
Depreciation and amortization		(70.2		)		—				—			(70.2		)
Interest (charges) income		(47.8		)		(14.5		)		12.6			(49.7		)
Income tax (expense) benefit		(12.6		)		1.1				—			(11.5		)
Net income (loss) attributable to Great Plains Energy		27.6				(1.6		)		—			26.0



Three Months Ended March 31, 2012	Electric Utility				Other				Eliminations			Great Plains Energy
	(millions)
Operating revenues		$	479.7			$	—			$	—		$	479.7
Depreciation and amortization		(67.4		)		—				—			(67.4		)
Interest (charges) income		(50.7		)		(25.1		)		8.9			(66.9		)
Income tax benefit		1.8				7.7				—			9.5
Net income (loss) attributable to Great Plains Energy		4.5				(13.6		)		—			(9.1		)



	Electric Utility			Other			Eliminations				Great Plains Energy
March 31, 2013		(millions)
Assets		$	10,038.7		$	46.1		$	(427.1	)		$	9,657.7
Capital expenditures^(a)		172.2			—			—				172.2
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. ~~GOODWILL~~REGULATORY MATTERS

~~Accounting~~KCP&L ~~rules~~Missouri ~~require~~Rate ~~goodwill~~Case toProceedings 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, 2012. 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.

52On 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 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 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 March 13, 2013, the Court of Appeals preliminarily found that OPC may be entitled to the relief it requested. On March 28, 2013, the MPSC requested to the Court of Appeals that the OPC be denied its requested relief. The Missouri Energy Consumers Group also appealed the January 23, 2013, order in February 2013.

The Court of Appeals has not yet issued its decision on the appeals or the Writ of Mandamus. The rates established by the 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 L&P division effective January 26, 2013.

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Appeals of the January 9, 2013, MPSC order were filed in February 2013 with the Court of Appeals by GMO and the Missouri Energy Consumers Group 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 March 13, 2013, the Court of Appeals preliminarily found that OPC may be entitled to the relief it requested. On March 28, 2013, the MPSC requested to the Court of Appeals that the OPC be denied its requested relief. The Missouri Energy Consumers Group also appealed the January 23, 2013, order in February 2013.

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 St. Joseph Light & Power (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 ~~826~~829,~~800~~300 customers in the states of Missouri and Kansas. Electric utility's retail electricity rates are ~~below~~comparable to the national average of investor-owned utilities.

Earnings Overview

For the three months ended March 31, 2013, Great Plains Energy's had earnings available for common shareholders ~~for~~of ~~the three months ended September 30, 2012, increased to~~ $~~145~~25.86 million or $0.9517 per share ~~from~~compared to a loss of $~~126~~9.15 million or $0.9107 per share for the same period in ~~2011~~2012. The ~~driven~~$35.1 bymillion increase in earnings was primarily due to the following:

• a $31.4 million increase in gross margin driven by new retail rates, favorable weather, ~~with~~an aincrease 6%in ~~increase~~weather-normalized retail demand and the impact from an unplanned outage at Wolf Creek in ~~cooling~~the ~~degree~~first ~~days~~quarter of 2012, partially offset by increased fuel and purchased power expense at KCP&L in Missouri, where there is no fuel recovery mechanism;

• a $1210.71 million decrease in ~~interest~~Wolf ~~expense~~Creek ~~primarily~~operating ~~due~~and tomaintenance aexpenses ~~$6.9~~primarily ~~million~~due ~~decrease related~~ to ~~GMO's~~the ~~$500.0~~unplanned ~~million~~outage ~~11.875% Senior Notes, which were repaid~~ at ~~maturity~~Wolf inCreek ~~July~~during ~~2012, a $3.5 million decrease due to lower interest rate debt, and a $2.6 million decrease related to~~ the ~~release~~first quarter of ~~uncertain tax positions~~2012; ~~and~~

• ~~the~~a ~~three~~$17.2 ~~months~~million ~~ended~~decrease ~~September~~in ~~30,~~interest ~~2011,~~expense ~~included~~primarily due to the ~~impact~~repayment ~~from~~of ~~flooding~~GMO's ~~along~~$500.0 million 11.875% Senior Notes at maturity in July 2012 and the ~~Missouri~~remarketing ~~River,~~in ~~which~~March ~~decreased~~2012 ~~gross~~of ~~margin~~subordinated bynotes anunderlying ~~estimated~~Great Plains Energy’s $16287.5 million ~~due~~Equity Units, which resulted in recognition of the remaining interest expense related to ~~coal~~the ~~conservation~~notes and ~~increased~~a ~~other~~lower ~~operating~~interest ~~expenses~~rate ~~$3.4~~on ~~million.~~the refinanced long-term debt; and

~~These~~• ~~increases were partially offset by~~ a ~~decrease in weather-normalized retail demand~~$21. In0 ~~addition, a higher number of shares outstanding due to the issuance of 17.1~~ million ~~shares~~increase in ~~connection~~income ~~with~~tax ~~the~~expense ~~June~~driven ~~2012~~by ~~settlement~~increased ofpre-tax ~~the purchase contracts underlying the Equity Units diluted earnings per share by $0~~income.~~09.~~

Great Plains Energy's earnings available for common shareholders year to date September 30, 2012, increased to $194.0 million or $1.34 per share from $171.1 million or $1.24 per share for the same period in 2011 driven by:46

• new retail rates in Missouri effective May 4, 2011, for KCP&L and June 25, 2011, for GMO;

• favorable weather, with a 16% increase in cooling degree days partially offset by the impact of unfavorable weather during the first quarter of 2012; and

• year to date September 30, 2011, included:

• the impact from flooding along the Missouri River, which decreased gross margin by an estimated $16 million due to coal conservation and increased other operating expenses $3.4 million;

• an estimated $11 million decrease in gross margin from the impact of an extended refueling outage at Wolf Creek;

• $12.7 million of expense relating to a voluntary separation program; and

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•Gross amargin ~~$2.3~~is ~~million~~a ~~loss~~financial ~~relating~~measure tothat ~~the~~is ~~impact~~not ofcalculated ~~disallowed~~in ~~construction~~accordance ~~costs~~with ~~for~~GAAP. See the ~~Iatan~~explanation ~~No.~~of 1gross ~~environmental~~margin ~~project~~ and ~~Iatan~~the ~~No.~~reconciliation 2

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